Disclaimer. This confidential preliminary document is being circulated to prospective investors (“Prospective Investors”) on a confidential basis by Africa Plus Partners. (the “Issuers”) in regards to the Africa Infra Plus Fund (the “Fund”) as an information only document.
Each answer in these books represents the Issuers’ view only and each answer is qualified in its entirety by and is subject to theFund’s constitutive documents.
these books is proprietary to the Issuers and furnished to recipients on a confidential basis. By accepting delivery of this document the recipient agrees not to reproduce or distribute these books in whole or in part and not to disclose any of its contents(other than to obtain advice on it from a legal, business, investment or tax adviser) without the prior written consent of the Issuers. Neitherthe Issuers nor Africa Infra Plus Fund has authorised any person to give any information or to make any representation concerning any transaction that may be described herein other than the information contained in these books, if given or made, such information or representation must not be relied upon as having been so authorised. If any of the confidentiality restrictions set out above are unacceptable these books should be returned immediately.
Neither the Issuers are making any offer by communication of these books to recipients and no reliance should be placed upon the contents of these books by any person who may subsequently decide to apply for the purchase of shares (“Shares”) in the Fund following circulation of the subscription agreement(s) and/or any other constitutive documents of the Fund. If there are inconsistencies between statements in the Book and the provisions in the final legal constitutive documents of the Fund, the latter will prevail.
Any offer or sale of securities may in certain jurisdictions be restricted by law. Prospective Investors are required to inform themselves about, and to observe, any such restrictions. In particular, Prospective Investors must read, comply and observe the restrictions on sales in certain jurisdictions in respect of any jurisdictions in which such offer or invitation is not authorised or in which the person endeavouring to make such offer or invitation is not qualified to do so, or to any person to whom it is unlawfultomake such offer or invitation. It is the responsibility of each Prospective Investor to satisfy itself as to full compliance with the applicablelaws and regulations of any relevant territory, including obtaining any requisite governmental or other consent and observingany other formality presented in such territory.
these books describes an opportunity for investment in the Fund and is being issued to persons who fall within the category of “sophisticated investor”, as defined in the Securities Act 2005 (or any similarly defined investor in the securities legislationofanother country) -Mauritius. these books is provided for assistance only and is not intended to be, and must not alone be taken as, the basis for an investment decision by Prospective Investors. these books should not be considered as a recommendation by the Issuers that any Prospective Investor should acquire any Shares. Information contained in these books is believed by the Issuers to be accurate andcorrect and statements of opinion in these books are considered by the Issuers to be reasonable, in each case as at the date stated on these books, but the Issuers does not accept responsibility for any such information and all recipients of these books are expressly warned of the requirement to carry out their own due diligence on this investment opportunity. The provision of these books should notprevent Prospective Investors from carrying out their own enquiries in respect of the Fund and the Shares and these books is so provided on the basis that independent enquiries will be made by Prospective Investors. Prospective Investors should not construe the contents of these books as legal, tax, financial, investment, accounting, or other advice. Recipients should form their own assessment and take independent professional advice on the merits and risks of an investment in the Fund and the legal, regulatory, tax and investment consequences and risks of doing so.
these books does not purport to be all-inclusive or to contain all the information that a Prospective Investor may desire in deciding whether or not to proceed with any transaction relating to the Shares (“Proposed Transaction”). All information and opinionscontained in these books which have been provided by the Issuers have not been independently verified. No representation or warranty, express or implied, is or will be given by the Issuers of their respective affiliates, advisers, directors, employees or agents and, without prejudice to any liability or duty of care, is or will be accepted by the Issuers or their respective affiliates, advisers, directors, employees or agents as to the fairness, accuracy, completeness, currency, reliability or reasonableness of theinformation or opinions contained in these books or supplied herewith or any other written or oral information made available to any Prospective Investor or its advisers in connection with any Proposed Transaction or otherwise in connection with these books. In particular, but without prejudice to the generality of the foregoing, no representation or warranty is given as to the achievement or reasonableness of any future projections, forecasts, targeted or illustrative returns (“Forward Looking Information”) contained in thisBook or in such other written or oral information, if any.
Past performance information contained in these books or in such other written or oral material is not an indication of future performance. It has not been audited or verified by an independent party and should not be seen as any indication of returns which might be received by investors in the Fund. Similarly where the Forward Looking Information is, or related statements or expressions of opinion are, given it or they should not be regarded by any recipient of these books as a guarantee, prediction or definitivestatement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.A number of factors, in addition to the risk factors stated in these books and the Fund’s constitutive documents could cause actual results to differ materially from those in Forward Looking Information. There can be no assurance that the Fund’s investment strategy orobjective will be achieved or that investors will receive a return of the amount invested.
To the fullest extent possible by receiving these books each Prospective Investor releases each of the Issuers each of their respective affiliates, advisers, directors, employees and agents in all circumstances (other than fraud) from any liability with respect to the Perspective’s Investor participation or proposed participation in any Proposed Transaction. In addition, no responsibility orliability or duty of care is accepted for updating these books (or any additional information), correcting any inaccuracies in itwhich may become apparent or providing any additional information to any Prospective Investor. Accordingly, none of the Issuers or their respective affiliates, advisers, directors, employees or agents shall be liable for any direct, indirect or consequential lossordamage suffered by any person as a result of relying on any statement in, or omission from, these books or in any other information orcommunications in connection with any Proposed Transaction.
No action has been taken to permit a public offering of the Shares in any jurisdiction where action for such is required. these books does not constitute an offer to sell or such a solicitation of an offer to subscribe from anyone in any country or jurisdiction (a) in which such an offer or solicitation is not authorised, (b) in which any person making such offer or solicitation is not qualified to do so, or (c) in which any such offer or solicitation would otherwise be unlawful. No action has been taken that would or is intended to permit a public offer of Shares in the Fund in any country or jurisdiction where any such action for that purpose is required. Accordingly, Shares in the Fund may not be offered or sold directly or indirectly, and neither these books, the Fund’s constitutive documents or any other information, form of application, advertisement or other document may be distributed or published in any country or jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations.
The transferability of the Shares will be restricted by the terms of the constitutive documents of the Fund. Prospective Investors should be prepared to bear the risks resulting from the lack of liquidity inherent to an investment in the Fund.
Each recipient of these books is invited to ask questions of representatives of the Issuers concerning the terms and conditionsofparticipation and to obtain any additional information necessary to verify the accuracy of the information contained in these books that is material when considering participation. The rights and obligations of investors are set forth in and will be governed by thesubscription agreements and any other legal constitutive documents of the Fund. All of the statements and information containedinthese books are qualified in their entirety by reference to these agreements and legal documents, copies of which will be provided to Prospective Investors upon request and which should be carefully reviewed for information concerning the Shares and the rightsand obligations of investors in the Fund.
An investment in the Fund is subject to significant risks of loss of income and capital and Shares in the Fund will be subject to restrictions on transfer. There will be no public market for the Shares in the Fund and they will not be negotiable on the capital markets. Investors in the Fund must regard their investment as illiquid and be prepared to bear the risks resulting from the lack of liquidity inherent to such investment in the Fund. Further, recipients of these books should note that the Book and any non-contractual obligation arising out of or in connection with it are governed by the laws of Mauritius. An investment in the Fund is suitable only for“sophisticated investor”, as defined in the Securities Act 2005 (or any similarly defined investor in the securities legislation of another country) which have the required financial ability and willingness to accept the high risks and lack of liquidity inherent inaninvestment in the Fund and an understanding that investors may lose some or all their investments in the Fund.