Exchange Procedure - FAQs

WHO CAN EXCHANGE?

 

Investors can utilise the Exchange Procedure if they meet the following requirements:

• The investor is not a US Citizen

 

TO EFFECT AN EXCHANGE, AN INVESTOR MUST DO THE FOLLOWING: 
 

• Deliver a duly signed and completed Exchange Notice, together with the corresponding Anti Money Laundering Guidance Form, to the Exchange Administrator at least 20 days prior to the Exchange Date e.g. by 11am on 19 February 2010 for 12 March 2010 Exchange date.

   

• Ensure that any Depository Interests representing Ordinary Shares, Exchange Shares, B Ordinary Shares or B Exchange Shares to be exchanged are transferred to an escrow account in the name of the Company’s registrars (details of which will be set out in the Exchange Notice) and that any share certificate(s) for any relevant Ordinary Shares, Exchange Shares, B Ordinary Shares or B Exchange Shares held in certificated form which are to be exchanged, are delivered to the Exchange Administrator, in each case at least seven Trading Days prior to the Exchange Date e.g. by 3pm on 3 March 2010 for 12 March 2010 Exchange date.

   

REFUSAL OR SCALE BACK OF AN EXCHANGE

All Exchanges are at the sole and absolute discretion of the Exchange Administrator which may refuse consent to any proposed Exchange for any reason or no reason and is not required to give any reasons for such a refusal. 
 

Reasons for refusal may include (although this list is not exhaustive):

• where the Exchange might constitute a breach of the laws of the jurisdiction in which the investor is based or securities laws applicable to the Company;
• where the value of interests in the Master Fund directly or indirectly held by the investor on the Exchange Date is expected to be less than £100,000;
• where the investor is not an institutional investor
     

The Exchange Administrator’s consent may be sought in advance of delivery of an Exchange Notice.

Any decision of the Exchange Administrator to refuse consent will be notified to the relevant investor at least three Trading Days prior to the Exchange Date, in which case all documentation submitted to the Exchange Administrator will be returned to the investor, at the investor’s own risk and any Ordinary Shares, Exchange Shares, B Ordinary Shares or B Exchange Shares transferred to the escrow account will be transferred back to the relevant CREST account.
 

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FREQUENTLY ASKED QUESTIONS
 

What happens if I miss the cut-off date for submitting my exchange notice and relevant documentation?
 

If the cut-off date is missed, the Exchange will not be effected for the requested Exchange Date.

The Investor will be notified of this and asked for new / adjusted documentation (Full Exchange Notice and Anti-Money Laundering Guidance Form) if they wish to exchange for the next Exchange Date.
 

Can my Exchange Shares / B Exchange Shares be sold or traded?

No. Exchange Shares and B Exchange Shares have a nominal value of 0.0001p which cannot be traded.

Exchange Shares and B Exchange Shares can only be exchanged / redeemed when moving from either the Unlisted Feeder or Master Fund into the Listed Fund.

Exchange Shares and B Exchange Shares can only be received when exchanging out of the Listed Fund into either the Unlisted Feeder or Master Fund.


What if I have lost my share certificates?

For lost share certificates, please contact Capita, the Registrar, as per the Instructions detailed in the Exchange Notice.  Capita will provide you with a personalised individual Form of Indemnity for Lost Share Certificates for completion.

Are there any costs attached to using the exchange procedure?

No, however this may be subject to change.

How will I be informed of the number of shares I have received after the Exchange?

On the Exchange Date, the Company will procure that the investor is registered as the holder of the Ordinary Shares or B Ordinary Shares, the Master Fund will procure that its partnership books are updated accordingly and, where relevant, the Unlisted Fund will procure that its register of members is updated accordingly.

MVI Shareholders will receive confirmation of a valid exchange by way of contract note, detailing their shareholding in the fund.

What will I receive from the Registrar once the Exchange has been accepted?

An investor which held Depository Interests representing Ordinary Shares or B Ordinary Shares which it has exchanged will have its CREST account credited with Depository Interests representing Exchange Shares or B Exchange Shares on the Exchange Date. An investor which held Depository Interests representing Exchange Shares or B Exchange Shares which it has exchanged will have its CREST account credited with Depository Interests representing Ordinary Shares or B Ordinary Shares.

An investor which held its Ordinary Shares or B Ordinary Shares in certificated form will be sent by post a share certificate for the new Exchange Shares or B Exchange Shares within ten Trading Days of the Exchange Date. An investor which held its Exchange Shares or B Exchange Shares in certificated form will be sent by post a share certificate for the Ordinary Shares or B Ordinary Shares and any remaining Exchange Shares or B Exchange Shares within ten Trading Days of the Exchange Date.

All share certificates will be sent by the Company’s registrar at the risk of the investor. No share certificates will be issued by the Unlisted Fund.

 

Please feel free to contact Axio Capital Solutions Limited, the Exchange Administrator on exchanges@axiocs.com with any other questions.