ORBITA GLOBAL OPPORTUNITIES STRATEGY (STERLING) LIMITED NOTICE


8-Mar-2005

OFFERING OF US DOLLAR CLASS A SHARES OF ORBITA GLOBAL OPPORTUNITIES STRATEGY LIMITED; STERLING CLASS A SHARES OF ORBITA GLOBAL OPPORTUNITIES STRATEGY (STERLING) LIMITED; and EURO CLASS A SHARES OF ORBITA GLOBAL OPPORTUNITIES STRATEGY (EURO) LIMITED

 

NOTICE

 

This Notice accompanies the Information Memorandum dated 12 November 2004 (the "Memorandum") relating to Orbita Global Opportunities Strategy Limited (the "Company"), Orbita Global Opportunities Strategy (Sterling) Limited (the "Sterling Feeder") and Orbita Global Opportunities Strategy (Euro) Limited (the "Euro Feeder"). Accordingly, both the Memorandum and this Notice should be read carefully and in their entirety by investors prior to investing in the Company, the Sterling Feeder or the Euro Feeder. It is not sufficient to read the Memorandum or this Notice alone.

 

This Notice is accompanied by a copy of the latest Quarterly Report issued by the Company, the Sterling Feeder and the Euro Feeder. Words with initial capital letters used in this Notice have the meanings given to them in the Memorandum.

 

This Notice relates to a further offering of (1) US Dollar Class A Shares (2) Sterling Class A Shares and (3) Euro Class A Shares (collectively the ‘Offerings’). The Offerings are being made on a private placement basis and will end on 31 March 2005, subject to postponement, extension, early termination or withdrawal at the discretion of the Directors of the Company, the Sterling Feeder and the Euro Feeder. This Notice also relates to certain changes to the Memorandum in respect of the restrictions on sales or promotion of Class A Shares in certain jurisdictions, the fees payable to the Administrator, a change of name by the Administrator and the arrangements for the redemption of Class A Shares.

 

1. Procedure

 

To subscribe for US Dollar Class A Shares, an investor must state the aggregate amount of the subscription in US Dollars on the relevant application form.

 

To subscribe for Sterling Class A Shares, an investor must state the aggregate amount of the subscription in Sterling on the relevant application form.

 

To subscribe for Euro Class A Shares, an investor must state the aggregate amount of the subscription in Euros on the relevant application form.

 

The signed application form must be received on or before 23 March 2005 in accordance with instructions in the application form. An application form may be initially transmitted by facsimile provided the original is subsequently received. The application form becomes irrevocable by the investor upon receipt of the original (or, if transmitted by facsimile, upon receipt of the facsimile).

 

The full subscription amount must be paid in the relevant currency by 29 March 2005, in accordance with the instructions in the application form.

 

There will be a placement fee equal to one per cent (1%) of the amount subscribed, payable to the Placement Agent.

 

The subscription amounts (after payment of the placement fee) will be invested in the Company (in the case of US Dollar Class A Shares), the Sterling Feeder (in the case of the Sterling Class A Shares) or the Euro Feeder (in the case of Euro Class A Shares) on 1 April 2005, which for the Company, the Sterling Feeder and the Euro Feeder is the Dealing Day in respect of the 31 March 2005 Valuation Day.

 

2.Issue Price

 

The issue price per US Dollar Class A Share will be the Current NAV per Share for the 31 March 2005 Valuation Day. When that Current NAV per Share is calculated (which will occur after the Dealing Day on 1 April 2005), the investor will be issued US Dollar Class A Shares as of that Dealing Day at a price per share equal to that Current NAV per Share in an aggregate value equal to the investor’s subscription (after payment of the 1% placement fee). The Company may issue fractional shares rounded to the fourth decimal place.

 

The issue price per Sterling Class A Share will be the Sterling Current NAV per Share for the 31 March 2005 Valuation Day. When that Sterling Current NAV per Share is calculated (which will occur after the Dealing Day on 1 April 2005), the investor will be issued Sterling Class A Shares as of that Dealing Day at a price per share equal to that Sterling Current NAV per Share in an aggregate value equal to the investor’s subscription (after payment of the 1% placement fee). The Sterling Feeder may issue fractional shares rounded to the fourth decimal place.

 

The issue price per Euro Class A Share will be the Euro Current NAV per Share for the 31 March 2005 Valuation Day. When that Euro Current NAV per Share is calculated (which will occur after the Dealing Day on 1 April 2005), the investor will be issued Euro Class A Shares as of that Dealing Day at a price per share equal to that Euro Current NAV per Share in an aggregate value equal to the investor’s subscription (after payment of the 1% placement fee). The Euro Feeder may issue fractional shares rounded to the fourth decimal place.

 

3. Current net asset value per share

 

The NAV per Share, the Sterling NAV per Share and the Euro NAV per Share are calculated by the Administrator as at each Valuation Day, which is the last Business Day of each calendar quarter. The Current NAV per Share is the Company’s official per US Dollar Class A Share valuation, the Sterling Current NAV per Share is the Sterling Feeder’s official per Sterling Class A Share valuation, and the Euro Current NAV per Share is the Euro Feeder’s official per Euro Class A Share valuation until the next Valuation Day. On the date of this notice the Current NAV per Share is $x, the Sterling Current NAV per Share is £x and the Euro Current NAV per Share is €x calculated as at the 31 December 2004 Valuation Day.

 

4. Restrictions on sales or promotion of Class A Shares in certain jurisdictions

 

Certain additional restrictions on the sale or promotion of Class A Shares, which are set out in the Annex to this Notice, are hereby inserted at the end of the section of the Memorandum which is headed "Restrictions on sales or promotion in certain jurisdictions".

 

5. Fees payable to the Administrator

 

The fees payable by the Company to the Administrator for its services as administrator were revised with effect from 1 January 2005. Accordingly, the third, fourth and fifth paragraphs under the sub-heading "Administrator" (in the section of the Memorandum which is headed "Management and administration") are hereby replaced in their entirety with the following:

 

"The Administrator receives a fee from the Company for its services as Administrator, which is currently calculated at the following annual rates of the NAV: 0.05% up to US$250 million, 0.04% from US$250 million to US$500 million and 0.03% over US$500 million (subject to an annual maximum of US$400,000). The administration fee will be calculated as at each Valuation Day and will accrue and be payable quarterly in arrears. By agreement with the Administrator, the Directors may approve any changes to the Administrator’s fee as they consider appropriate.

 

The Administrator is entitled in addition to be reimbursed for all reasonable out-of-pocket expenses incurred by it.

 

Additional nominal annual fees of US$1 are payable to the Administrator by each of the Sterling Feeder and the Euro Feeder in respect of the services provided by the Administrator to each of them."

 

6. Change of name by Administrator

 

With effect from 18 January 2005 the Administrator changed its name to "Fortis Prime Fund Solutions (Cayman) Limited".

 

7. Redemption of Class A Shares

Separate arrangements are to be made in relation to the redemption of Class A Shares by investors which do not subscribe via a Nominee which is an RBSG Company. Accordingly, the third paragraph under the section of the Memorandum which is headed "Redemption of Class A Shares" is hereby replaced in its entirety with the following:

 

"Where an investor’s Class A Shares are held by a Nominee Shareholder which is an RBSG Company, the redemption request must be received by the relevant Nominee Shareholder for transmission to the Administrator no later than 37 calendar days prior to the relevant Dealing Day. Separate arrangements will be made by the Directors in relation to the transmission and receipt of redemption requests from other investors, including Related Funds and where an investor does not subscribe via a Nominee Shareholder which is an RBSG Company. The redemption request must, in all cases, be in the form approved by the Directors for the relevant category of investor."

 

Annex

 

Restrictions on sales or promotion in certain jurisdictions

 

The Class A Shares have not been offered or sold and will not be offered or sold in the People’s Republic of China (excluding Hong Kong, Macau and Taiwan) as part of the distribution of the Class A Shares. This Memorandum does not constitute an offer to sell or the solicitation of an offer to buy any Class A Shares in the People’s Republic of China (excluding Hong Kong, Macau and Taiwan) to any person to whom it is unlawful to make the offer or solicitation in the People’s Republic of China. Prospective investors should inform themselves as to the legal requirements within the People’s Republic of China for the purchase of the Class A Shares and to any taxation or exchange control legislation applicable to them.

 

No representation is made that this Memorandum may be lawfully distributed, or that any Class A Shares may be lawfully offered, in compliance with any applicable registration or other requirements in the People’s Republic of China, or pursuant to an exemption available thereunder, nor is any responsibility assumed for facilitating any such distribution or offering. In particular, no action has been taken which would permit a public offering of any Class A Shares or distribution of this Memorandum in the People’s Republic of China. Accordingly, the Class A Shares are not being offered or sold within the People’s Republic of China by means of this Memorandum or any other document. Neither this Memorandum nor any advertisement or other offering material may be distributed or published in the People’s Republic of China, except under circumstances that will result in compliance with all applicable laws and regulations.

 

This Memorandum does not constitute an offer or invitation for the subscription or purchase of the Class A Shares in France. Any person who is in possession of this Memorandum is hereby notified that no action has or will be taken that would allow the offer and marketing of the Class A Shares in France. Accordingly, the Class A Shares may not be marketed, offered, sold or delivered in France, and neither this Memorandum nor any offering material relating to the Class A Shares may be distributed or made available in France, except as permitted by French law and regulation.

 

In Germany, the distribution of the Class A Shares has not been and will not be notified to the Bundesanstalt für Finanzdienstleistungsaufsicht (‘BaFin’) and no documents relating to the Class A Shares have been or will be filed with the BaFin in accordance with the German Investment Act (Investmentgesetz) or any other present or future applicable laws in Germany and the Class A Shares shall not be sold, distributed or promoted in Germany other than in compliance with any applicable German laws and regulations.

 

The Class A Shares will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, and neither this Memorandum, nor any offering material or information contained herein relating to the Class A Shares may be supplied to investors in Japan or used in connection with any offer for subscription or sale of Class A Shares in Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable Japanese laws, regulations and ministerial guidelines of Japan. The Class A Shares have not been registered and will not be registered under the Securities and Exchange Law of Japan. Further, the Class A Shares are not subject to the requirement of disclosure under the Securities and Exchange Law of Japan. Purchase of the Class A Shares and payment in connection therewith may be subject to a post facto report to the Minister of Finance in Japan under the Foreign Exchange and Foreign Trade Law. It is advisable for Japanese investors to consult their professional advisors in these respects.

 

Potential investors in Japan agree that they do not require any explanation of the important matters as prescribed under Article 3, Paragraph 1 of the Law Concerning the Sale of Financial Products of Japan.

 

The Class A Shares may not be offered, sold or distributed in the Kingdom of Spain by any means of publicity as defined and construed by Spanish law but may be offered, sold or distributed in the Kingdom of Spain in accordance with the requirements of the Spanish Securities Market Law of 28 July 1988 (Ley 24/1988, de 28 de julio, del Mercado de Valores) as amended and restated, Law 35/2003 dated 4 November on Collective Investment Undertakings and Royal Decree 291/1992 on Issues and Public Offerings for the Sale of Securities ("Real Decreto 291/1992, de 27 de marzo, sobre Emisiones y Ofertas Públicas de Venta de Valores") as amended and restated and the decrees and regulations made thereunder. Potential investors who wish to know the tax regime applicable in particular to their investments are advised to consult with their tax advisors.

 

Issued by

Orbita Global Opportunities Strategy Limited an exempt open-ended company incorporated under the laws of the Cayman Islands on 1 June 2000;

Orbita Global Opportunities Strategy (Sterling) Limited an exempt open-ended company incorporated under the laws of the Cayman Islands on 1 June 2000; and

Orbita Global Opportunities Strategy (Euro) Limited an exempt open-ended company incorporated under the laws of the Cayman Islands on 10 February 2004

 

16 February 2005