This document is intended for discussion and information purposes only and does not create any legally binding obligations on the part of Disruptive Capital Investment Advisors Limited (the “Investment Advisor”), Long Term Assets II Limited (the “Company”), or any of their respective affiliates. This presentation is an advertisement and is not a prospectus for the purposes of the UK version of the EU Prospectus Regulation and has not been approved by the Financial Conduction Authority. Investors should not subscribe for any of the ordinary shares or C Shares (the “Shares”) in the Company on the basis of this presentation but should only do so on the basis of the prospectus. Without limitation, this document does not constitute an offer, an invitation to offer or a recommendation to enter into any transaction.
Confidential information: the information contained in this document is being circulated to a limited number of sophisticated institutional investors on a confidential basis and should not be reproduced, disclosed, distributed to or used by any other person and by accepting delivery of this document, each recipient agrees to the foregoing. Accordingly, by accepting and using this presentation, you will be deemed to agree not to disclose any information contained herein except as may be required by law. No person or company has been authorised to give any information or make any representations not contained in this document and, if given or made, any such information or representation may not be relied upon as having been authorised by the Company, the Investment Sub-Manager, STM Life Insurance Limited, London & Colonial Assurance Limited (“STM Life, London & Colonial”) or by any of their respective affiliated persons or entities.
This document includes information regarding the track record of the Investment Manager and Edmund Truell. For these purposes, the track record of Edmund Truell is represented by the performance track record of 11 private investment funds vehicles in respect of which Edmund Truell was involved in senior management positions, details of which are set out on slide 27 (the “Funds managed by Edmund Truell”) (the “Track Record”) over period of 30 years from December 1993 to March 2023. Such information is not necessarily comprehensive, and prospective investors should not consider such information to be indicative of the possible future performance of the Company or any investment opportunity to which this document relates. The past performance of the Investment Manager, Edmund Truell and the Funds Managed by Edmund Truell is not a reliable indicator of, and cannot be relied upon as a guide to, the future performance of the Company or the Investment Manager.
Investors should not consider the Track Record information (particularly the past returns) contained in this document to be indicative of the Company’s future performance. Past performance is not a reliable indicator of future results and the Company will not make the same investments reflected in the Track Record information included herein. The Company will have a limited investment history. For a variety of reasons, the comparability of the Track Record information to the Company’s future performance is by its nature very limited. Without limitation, results can be positively or negatively affected by market conditions beyond the control of the Company and the Investment Manager which may be different in many respects from those that prevail at present or in the future, with the result that the performance of investment portfolios originated now may be significantly different from those originated in the past.
To produce the Track Record, underlying performance data in respect of the Funds Managed by Edmund Truell was subjected to PERACS performance analysis. PERACS is a provider of quantitative analytics to help in understanding the value drivers behind private investments, covering both risk and return in relation to various peer groups. The PERACS data analytics in respect of the Track Record was undertaken by Gottschalg Analytics / Niobium (which has recently been acquired by the Company). The Investment Manager believes that PERACS’s analysis provides valuable insights into the long-term performance of the Funds Managed by Edmund Truell.
Investors should note that the underlying performance data of the Funds Managed by Edmund Truell upon which the Track Record is based has not been verified for accuracy as part of the PERACS performance analysis, by Gottschalg Analytics / Niobium or otherwise, and has not been subjected to independent review or audit. The underlying performance data reflected in the Track Record has been run through the PERACS analytics methodology on the assumption that it is accurate.
The returns information represented in the Track Record represents returns is presented net of all management fees, performance fees and expenses (including organisational expenses and transaction costs) borne by the Funds Managed by Edmund Truell. Such net returns may reflect commitments made to certain Funds Managed by Edmund Truell by undertakings affiliated with Edmund Truell (or other investors who were charged discounted fees or no fees). As a result, the actual net returns to third-party investors in the Funds Managed by Edmund Truell may be lower than those indicated by the Track Record Data. All returns represented in the Track Record are based on realised values, noting that the investment in Pension Insurance Corporation has a residual investment rolled over into a continuation vehicle, Gaugamela LP, and in Global InterConnection Group includes listed shares and bonds that have yet to be realised.
The Track Record is in respect of the Funds Managed by Edmund Truell, interests in which are not being made available pursuant to any transaction undertaken in connection with this document. Investors should consider the following factors which, amongst others, may cause the Company’s results to differ materially from the historical results achieved by the Funds Managed by Edmund Truell, as represented in the Track Record:
No representation is being made by the inclusion of the Track Record and other investment examples and strategies presented herein that the Company will achieve performance similar to the investment examples and strategies herein or avoid losses. There can be no assurance that the investment examples and strategies described herein will meet their objectives generally, or avoid losses. Investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. There is no guarantee that any returns set out in this document can be achieved or can be continued if achieved. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this document.
The Investment Advisor and the Company have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement in this document. Certain of the information contained in this document has been obtained from published sources prepared by other parties. No representation or warranty, express or implied, is given by or on behalf of the Company, the Investment Advisor, STM Life, London & Colonial or any of their respective affiliates or partners with respect to the accuracy or completeness of the information contained in this presentation or on which this presentation is based or any other information or representations supplied or made in connection with the presentation or as to the reasonableness of any projections which this presentation contains. The aforementioned persons disclaim any and all responsibility and liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this presentation or its contents or otherwise in connection with this presentation. Assumptions, estimates and opinions contained in this document constitute our judgment as of the date of the document and are subject to change without notice. Any forward looking statements or projections are based on a number of assumptions as to market conditions and there can be no guarantee that any projected results will be achieved. Past performance is not a guarantee of future results. The distribution of this document is intended to be to institutional investors only and in certain jurisdictions may be restricted by law. If you are not an institutional investor this information is not intended for you and you are respectfully requested to immediately return this document to the Investment Advisor.
This presentation is only addressed to and directed at: (a) persons in member states of the European Economic Area (“Member States”) who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation, provided that the giving or disclosing of this presentation to such person is lawful under the EU AIFM Directive and any implementing legislation in the relevant in the relevant Member State; (b) within the United Kingdom, to persons who (i) have professional experience in matters relating to investments and who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”), or (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and/or (iii) persons to whom it may otherwise be lawfully communicated and (iv) are “qualified investors” as defined in section 86 of the Financial Services and Markets Act 2000, as amended; (c) outside the United States to persons that are not U.S. Persons (as defined in Regulation S (“Regulation S”) under the US Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon Regulation S; and (d) other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (a) to (e) above together being referred to as “Relevant Persons”). This presentation must not be made available to persons who are not Relevant Persons. No person should act or rely on this presentation and persons distributing this presentation must satisfy themselves that it is lawful to do so. The Shares have not been and will not be registered under the Securities Act. Outside the United States, the Shares may be sold to persons who are not US Persons pursuant to Regulation S under the Securities Act. There will be no offering of the Shares to US Persons. There will be no public offering of the Shares in the United States. This presentation is not an offer of securities for sale in the United States. The Company will not be registered under the U.S. Investment Company Act of 1940 (“Investment Company Act”), and investors in the Shares will not be entitled to the benefits of regulation under the Investment Company Act. Furthermore, the Investment Adviser is not registered under the U.S. Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and investors in the Shares and the Company will not be entitled to the benefits of the requirements applicable to Investment Sub-Managers registered under the Investment Advisers Act.
The contents of this document have not all been independently verified. Prospective investors should not treat the contents of this document as advice relating to legal, taxation or investment matters and are advised to consult their own professional advisers. This document is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy, and under no circumstances is it to be construed as a prospectus or an advertisement. This document does not constitute, and may not be used for the purposes of, an offer of interests in the Company and/or any other investment vehicle or opportunity described herein by any person in any jurisdiction 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 unlawful to make such offer or invitation. It is the responsibility of each recipient of this document to satisfy themselves as to full compliance with the applicable laws and regulations of any relevant territory, including obtaining any requisite government or other consent and observing any other formality presented in such territory. Prospective investors must rely on their own examination of the legal, tax, financial and other financial consequences of an investment in the Company and/or any other investment vehicle or opportunity described herein, including the merits of investing and the risks involved. Investors are advised to consult their own professional advisors concerning this investment. No reliance may, nor should, be placed upon the contents of this document by any person for any purposes whatsoever. In particular, it should not be relied upon by any person who subsequently decides to apply, or not to apply, for any interest in the Company and/or any other investment vehicle or opportunity described herein. None of the Company, the Investment Advisor, STM Life, London & Colonial or any of their respective affiliates officers, employees and agents disclaim accepts or will accept any responsibility, duty of care, liability or obligation for providing any investor with access to additional information, for updating, modifying or otherwise revising this document or any of its contents, for correcting any inaccuracy in this document or its contents (or any other written information or oral information provided in connection therewith) which may become apparent, or for notifying any investor or any other person of any such inaccuracy.
Certain assumptions have been made in the analysis set out herein which have resulted in the financial data (historical and future) shown in the presentation. No representation is made that any returns indicated will be achieved or that all possible assumptions in achieving these returns have been considered or stated. Changes to the assumptions may have a material impact on the returns shown by way of example. All statements of opinion and/or belief contained in this document and all views expressed and all projections, forecasts or statements relating to expectations regarding future events or possible future performance of the Company and/or any other investment vehicle or opportunity described herein represent the Company’s own assessment and interpretation of information available to it as at the date of this document. No representation is made or assurance or guarantee given that such statements, views, projections or forecasts are correct or that the objectives of the Investment Advisor, the Company and/or any other investment vehicle or opportunity described herein will be achieved. Recipients of this document must determine for themselves what reliance (if any) they should place on such statements, views, projections or forecasts and no responsibility is accepted by the Company, the Investment Advisor, STM Life, London & Colonial or any of their respective affiliates, officers, employees or agents in respect thereof. Furthermore, recipients of this document should note that past performance is not necessarily indicative of future results and there is no guarantee that any details of past performance set out in this document will be repeated. Any forward-looking statements or projections are based on a number or assumptions as to market conditions and there can be no guarantee that any projected results will be achieved.
The Company, the Investment Advisor, STM Life, London & Colonial and their respective affiliates, officers, employees and agents disclaim any and all liability and duty of care, to the extent permitted by law, relating to the information contained in this document, including without limitation any express or implied representations or warranties for, statements contained in, and omissions from, the information contained in this document and nothing herein may be relied upon as having been made or given with the authority of the Company, the Investment Advisor, STM Life, London & Colonial or any of their respective affiliates, officers, employees and agents. Accordingly, the Company, the Investment Advisor, STM Life, London & Colonial, and their respective affiliates, officers, employees and agents shall not be liable, save in the case of fraud, for any loss (whether direct, indirect or consequential) or damage suffered by any person as a result of relying on any statement in, or omission from, this document. The delivery of this document does not imply that the information it contains is correct as at any time subsequent to the date of this document. Certain information contained in this document constitutes “forward-looking statements,” which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue,” “target” or “believe” (or the negatives thereof) or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions. No representation or warranty is made as to the achievement or reasonableness of and no reliance should be placed on such forward-looking statements. The distribution targets set out in this document are targets only and such targets are not a reliable indicator of future performance. There is no guarantee that the Company will achieve its target investment returns or generate a particular rate of return.
STM Life, London & Colonial, which is authorised and regulated by the Financial Conduct Authority, is acting on behalf of the Company and no one else in connection with the transactions contemplated by this document and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to such transactions.