Amberstone does not market its segregated portfolios into the European Union, the United Kingdom, the United States, Switzerland, the Gulf Co-operation Council, or any other jurisdiction in which the Group is not registered to do so.
Information made available to a Professional Investor in any of those jurisdictions is provided on the basis that the investor has approached the Group on its own initiative — that is, on a reverse-solicitation basis — and is not the result of marketing by Amberstone or any person acting on its behalf. Investors are responsible for ensuring that the receipt of materials and any subsequent investment is lawful in their own jurisdiction.
Reverse-solicitation regime.
Amberstone Capital Group SPC Ltd. is a non-EU Alternative Investment Fund Manager (within the meaning of Directive 2011/61/EU, "AIFMD"). It does not maintain any AIFMD passport, has not made any National Private Placement Regime ("NPPR") notification to any EU competent authority, and does not market any of its segregated portfolios in the European Union.
Information communicated to a Professional Investor — within the meaning of Annex II of Directive 2014/65/EU, "MiFID II" — resident in or accessing the website from an EU member state is provided on a strict reverse-solicitation basis. The investor confirms, by accessing such information, that the request was made on the investor's own initiative and that no part of the investor's interest was prompted by Amberstone or any person acting on its behalf.
For investors who are EU MiFID II Professional Investors and who would prefer to receive a country-specific NPPR or registration update, please contact the Compliance Officer at [[email protected]].
Section 21 financial promotion exemption.
In the United Kingdom, the segregated portfolios of Amberstone Capital Group SPC Ltd. are unregulated collective investment schemes within the meaning of section 235 of the Financial Services and Markets Act 2000 ("FSMA"). They are non-mainstream pooled investments ("NMPI") under the FCA's Conduct of Business Sourcebook (COBS 4.12B). Their promotion in the UK is restricted under section 238 of FSMA.
The communication and promotion of segregated portfolios of the Group to UK persons is made — and may only be made — to those persons in respect of whom an exemption from section 238 is available, including:
- Investment professionals falling within Article 19 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 ("PCIS Order") — broadly, FCA-authorised firms, persons whose ordinary activities involve carrying on a regulated activity, and government bodies.
- High net worth companies, unincorporated associations and trustees of high-value trusts falling within Article 22 of the PCIS Order.
- Certified high net worth individuals and certified sophisticated investors within the meaning of Articles 21 and 23 of the PCIS Order, in each case who have signed a current statement to that effect.
- Persons of a kind to whom communication may otherwise lawfully be made under FSMA and the regulations made under it.
This website is not directed at any UK person who is not an exempt person within the meaning of the categories above. UK persons who are not within an exemption must not rely on or act upon any information communicated through this website.
No US-Person solicitation; Reg D positioning.
The segregated portfolios of Amberstone Capital Group SPC Ltd. have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act") or the United States Investment Company Act of 1940 (the "Investment Company Act"), or under the securities laws of any state or other jurisdiction of the United States.
Interests in the segregated portfolios may not be offered, sold, transferred, or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any "U.S. Person" (as defined in Regulation S under the Securities Act), other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws and the Investment Company Act.
Where U.S. Persons are admitted, admission is made — if at all — exclusively on a private-placement basis under Regulation D, Rule 506(c) under the Securities Act, to investors who qualify as "accredited investors" within the meaning of Rule 501(a) of Regulation D and as "qualified purchasers" within the meaning of Section 2(a)(51) of the Investment Company Act, with their status verified in writing by an authorised verifier in accordance with Rule 506(c)(2)(ii). General solicitation is prohibited save as Rule 506(c) permits.
Nothing on this website is intended to constitute, and nothing herein should be construed as, an offer to sell or a solicitation of an offer to buy any security to any U.S. Person.
Qualified Investor framework.
The segregated portfolios of Amberstone Capital Group SPC Ltd. are foreign collective investment schemes within the meaning of the Swiss Federal Act on Collective Investment Schemes ("CISA"), and have not been approved by the Swiss Financial Market Supervisory Authority ("FINMA") for offer to non-Qualified Investors in or from Switzerland. The communication of any information about the segregated portfolios is therefore directed only at Qualified Investors within the meaning of Article 10 CISA, in compliance with the Swiss Federal Act on Financial Services ("FinSA"). A Swiss representative and a Swiss paying agent have not been appointed; consequently, the segregated portfolios are not available for offer to non-Qualified Investors in or from Switzerland.
Professional Client only; no UAE-resident promotion.
This website does not constitute a public offer of securities in the United Arab Emirates and is not intended to be a public offer. Information made available is directed at, and may be relied on only by, persons who qualify as Professional Clients under the rules of the UAE Securities and Commodities Authority ("SCA") (where applicable in onshore UAE), the Dubai Financial Services Authority ("DFSA") in the Dubai International Financial Centre ("DIFC"), or the Financial Services Regulatory Authority ("FSRA") in the Abu Dhabi Global Market ("ADGM"). The segregated portfolios have not been, and will not be, registered with the SCA, DFSA, or FSRA, and may not be marketed in the UAE, the DIFC, or the ADGM other than to Professional Clients who have approached the Group on a reverse-solicitation basis.
It is your responsibility to verify lawful access.
Where you are resident in or accessing the website from a jurisdiction not specifically named above, you are responsible for verifying — and, where required, obtaining your own legal advice as to — the lawfulness of access to the materials made available, and any subsequent investment, under the laws of your jurisdiction. By accessing the website, you represent that you may do so lawfully.
If you have any doubt as to your jurisdictional status, please contact the Compliance Officer at [[email protected]] before proceeding.
Reverse-solicitation acknowledgement.
By proceeding to the gated content of this website, an investor resident in or accessing the website from any of the jurisdictions described above acknowledges that the request for information was made on the investor's own initiative; that the request is not the result of marketing by Amberstone Capital Group SPC Ltd. or any person acting on its behalf; that the investor qualifies under the relevant local-law category for receipt of such materials; and that the investor will obtain their own legal, tax and regulatory advice before subscribing for any interest in any segregated portfolio of the Group.