Crestline Europe, LLP
Commitment to the Shareholder Rights Directive (“SRD II”)
To the extent the Firm is investing on behalf of investors in shares traded on a EEA regulated market or comparable markets, under COBS 2.2B.5R of the Financial Conduct Authority's (“FCA”) Conduct of Business Sourcebook, Crestline Europe, LLP (“Crestline” or the "Firm"), is required to publicly disclose a clear and reasoned explanation of why it has chosen not to:
Crestline Europe, LLP is currently operating under an Advisory Mandate, and as such is not managing the investments of shares traded on EEA and other comparable markets. Crestline Europe, LLP is a participating affiliate of Crestline Management, L.P., an investment adviser registered with the US Securities and Exchange Commission and assists Crestline with investment diligence and analysis on certain primarily European opportunities within Crestline’s opportunistic strategies. Crestline’s opportunistic investment strategy is designed to capitalize on market inefficiencies and dislocations caused by banking regulations, rules‐based investors in private debt, private equity, venture capital, and hedge fund strategies that eliminate investments outside of tightly defined mandates, and market volatility. Crestline will seek to provide capital solutions to under‐served or capital constrained asset classes, including small and medium‐sized businesses, out‐of‐favor sectors or assets, companies in some form of transition, and stressed or special situations. As such, exposure to listed companies is generally not a part of Crestline’s opportunistic strategy.
While the Firm generally supports the objectives that underlie SRD II, the investment strategy, and the nature of the financial instruments used to execute the strategy do not embrace engagement with investee companies, and the Firm does not consider that its clients expect such engagement.
Financial Promotion Disclaimer
This financial promotion is issued by Crestline Management, LP and Crestline Europe, LLP (together "Crestline"). Crestline Europe, LLP is authorized and regulated by the Financial Conduct Authority (FCA). This report may not be reproduced, distributed or transmitted in whole or in part in any media. Some information contained in this document is based on data received from third parties that we consider reliable and is accurate to the best of Crestline's knowledge. However, Crestline has not independently verified the knowledge and does not otherwise give any warranty as to the truth, accuracy or, completeness of such third-party data, and it should not be relied upon as such. The material is not intended to be a formal research report and nothing in this presentation should be interpreted to state or imply that past results are an indication of future performance. Any opinions expressed herein are our current opinions only. There can be no assurance or guarantee that Crestline's investment strategy will achieve its stated goal. All information provided in this presentation is for informational purposes only. In addition, it should not be assumed that any of the securities and/or strategies discussed herein were or will prove to be profitable. Crestline accepts no liability for loss arising from the use of this material. In the United Kingdom, this communication is being made only to, or directed only at, persons who are: (i) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FP Order”); (ii) high net worth companies and certain other entities falling within Article 49 of the FP Order; or (iii) any other persons to whom such communication may lawfully be made. It must not be acted, or relied, upon by any other persons.
European Union
In each member state of the EEA (each a “ Relevant Member State”) that has implemented AIFMD, the Fund may only be offered to the extent that: (1) the Fund is permitted to be marketed to professional investors in the relevant Member State in accordance with AIFMD (as implemented into the local law/regulation of the relevant Member State); or (2) may otherwise be lawfully distributed and the Shares may otherwise be lawfully offered or placed in that Member State (including at the initiative of the investor). As of the date hereof, the Fund has been notified in accordance with the local laws/ regulations implementing AIFMD for marketing to professional investors in the United Kingdom. In relation to each member state of the EEA which at the date hereof has not implemented the AIFMD, the Fund may only be marketed and Shares may only be offered or placed to the extent that is lawful in that member state (including at the initiative of the investor).
Prospective Investors of the United Kingdom
Subject always to the foregoing notice in respect of the EEA, this document is being issued in the United Kingdom and is directed only at persons who are professional investors for the purposes of the Alternative Investment Fund Managers Regulations 2013 and is accordingly exempt from the financial promotion restriction in Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) in accordance with regulation 29(3) of the FSMA (Financial Promotions) Order 2005. The opportunity to invest in the Fund is only available to such persons in the United Kingdom and this document must not be relied or acted upon by any other persons in the United Kingdom.
France
Interests in the Fund may only be lawfully offered or placed in the Republic of France if the Fund is permitted to be marketed to Professional Investors or to the extent that this presentation may otherwise be lawfully distributed.
Monaco
The Fund may not be offered or sold, directly or indirectly, to the public in Monaco other than by a Monaco Bank or a duly authorized Monegasque intermediary acting as a professional institutional investor which has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of an investment in the Fund. Consequently, this Presentation ay only be communicated to (i) banks, and (ii) portfolio management companies duly licensed by the “Commission de Contrôle des Activités Financières by virtue of Law n° 1.338, of September 7, 2007, and authorized under Law n° 1.144 of July 26, 1991. Such regulated intermediaries may in turn communicate this Presentation to potential investors.
Notice to investors in Switzerland
Distribution to investors who are Unregulated Qualified Investors The distribution of Interests] in Switzerland will be exclusively made to, and directed at, qualified investors (the "Qualified Investors"), as defined in the Swiss Collective Investment Schemes Act of 23 June 2006, as amended ("CISA") and its implementing ordinance. Accordingly, the Fund has not been registered with the Swiss Financial Market Supervisory Authority (FINMA). This presentation and/or any other materials relating to Interests in the Fund may be made available in Switzerland solely to Qualified Investors. Switzerland For Regulated Qualifying Investors: The distribution of this or any Crestline fund in Switzerland will be exclusively made to, and directed at, regulated qualified investors (the "Regulated Qualified Investors"), as defined in Article 10 (3)(a) and (b) of the Swiss Collective Investment Schemes Act of 23 June 2006, as amended ("CISA"). Accordingly, the Fund has not been and will not be registered with the Swiss Financial Market Supervisory Authority (FINMA) and no Swiss representative or paying agent have been or will be appointed in Switzerland. This presentation and/or any other offering materials relating to the Fund may be made available in Switzerland solely to Regulated Qualified Investors
Bahrain
The presentation has not been approved by the Central Bank of Bahrain which takes no responsibility for its contents. No offer to the public to purchase the Fund or units in it will be made in the Kingdom of Bahrain and this presentation is intended to be read by the addressee only and must not be passed to, issued to, or shown to the public generally.
Kuwait
This presentation is not for general circulation to the public in Kuwait. The Crestline Summit Equity Alpha Fund has not been licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti government agency. The offering of the Crestline Summit Equity Alpha Fund in Kuwait on the basis of a private placement or public offering is, therefore, restricted in accordance with Law No. 7 of 2010 and the bylaws thereto (as amended). No private or public offering of Crestline Summit Equity Alpha Fund is being made in Kuwait, and no agreement relating to the sale of the Crestline Summit Equity Alpha Fund will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market the Crestline Summit Equity Alpha Fund in Kuwait.
For Residents of the Sultanate of Oman
The information contained in this presentation neither constitutes a public offer of securities in the Sultanate of Oman as contemplated by the Law of Commercial Companies (Royal Decree 18/2019) or the Capital Market Law of Oman (Royal Decree 80/98), nor does it constitute an offer to sell, or the solicitation of any offer to buy Non- Omani securities in the Sultanate of Oman as contemplated by Article 139 of the Executive Regulations to the Capital Market Law (issued by Decision No.1/2009). Additionally, this private placement memorandum is not intended to lead to the conclusion of any contract of whatsoever nature within the territory of the Sultanate of Oman.
Qatar
The Fund is only being offered to a limited number of investors who are willing and able to conduct an independent investigation of the risks involved in an investment in such Funds. The presentation does not constitute an offer to the public and is for the use only of the named addressee and should not be given or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof). The Fund has not been and will not be registered with the Qatar Central Bank or under any laws of the State of Qatar. No transaction will be concluded in your jurisdiction and any inquiries regarding the Fund should be made to Scott Nelson, Head of Client Partnership Group, Summit Strategies (snelson@crestlineinc.com).
Saudi Arabia
The Crestline Summit Equity Alpha Fund and any units or interests in it, may only be offered and sold in the Kingdom of Saudi Arabia in accordance with Article 4 of the Investment Funds Regulations issued on December 24, 2006 (the “Regulations”). Article 4(b)(1) of the Regulations states that, if investment fund units are offered to certain persons specified in the Regulations and the minimum amount payable per offeree is not less than Saudi Riyals 1 million or an equivalent amount in another currency, such offer of investment fund units shall be deemed a private placement for purposes of the Regulations. Investors are informed that Article 4(g) of the Regulations places restrictions on secondary market activity with respect to such investment fund units.
United Arab Emirates
For United Arab Emirates (Excluding Dubai International Financial Centre and Abu Dhabi Global Market) Residents Only – In respect of Unsolicited Investor Requests
This presentation, and the information contained herein, does not constitute, and is not intended to constitute, a public offer of securities in the United Arab Emirates and accordingly should not be construed as such. The Fund is only being offered to a limited number of investors in the UAE who (a) are willing and able to conduct an independent investigation of the risks involved in an investment in such [Units], and (b) upon their specific request. The Fund has not been approved by or licensed or registered with the UAE Central Bank, the Securities and Commodities Authority or any other relevant licensing authorities or governmental agencies in the UAE. The presentation is for the use of the named addressee only, who has specifically requested it without a promotion effected by Crestline Management, LP, its promoters or the distributors of its units, and should not be given or shown to any other person (other than employees, agents or consultants in connection with the addressee's consideration thereof). No transaction will be concluded in the UAE and any enquiries regarding the Fund should be made to Scott Nelson, Head of Client Partnership Group, Summit Strategies (snelson@crestlineinc.com).
For United Arab Emirates (Excluding Dubai International Financial Centre and Abu Dhabi Global Market) Residents Only – In respect of Qualified Investors’ Exemption
This presentation, and the information contained herein, does not constitute, and is not intended to constitute, a public offer of securities in the United Arab Emirates and accordingly should not be construed as such. The Fund is only being offered to a limited number of exempt investors in the UAE who fall under one of the following categories of non-natural Qualified Investors: (1) an investor which is able to manage its investments on its own, namely: (a) the federal government, local governments, government entities and authorities or companies wholly-owned by any such entities; (b) international entities and organizations; or (c) a person licensed to carry out a commercial activity in the UAE, provided that investment is one of the objects of such person; or (2) an investor who is represented by an investment manager licensed by the SCA, (each a “non-natural Qualified Investor”). The Fund has not been approved by or licensed or registered with the UAE Central Bank, the Securities and Commodities Authority, the Dubai Financial Services Authority, the Financial Services Regulatory Authority or any other relevant licensing authorities or governmental agencies in the UAE (the “Authorities”). The Authorities assume no liability for any investment that the named addressee makes as a non-natural Qualified Investor. The presentation is for the use of the named addressee only and should not be given or shown to any other person (other than employees, agents or consultants in connection with the addressee's consideration thereof).
Hong Kong
The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. The Fund is a collective investment scheme but is not authorized under Section 104 of the Securities and Futures Ordinance of Hong Kong by the Securities and Futures Commission of Hong Kong. Accordingly the distribution of this presentation, the Funds’ Private Placement Memorandum, and the placement of Interests in Hong Kong, is restricted. The Fund’s Private Placement Memorandum may only be distributed, circulated or issued to persons who are professional investors under the Securities and Futures Ordinance and any rules made under that Ordinance or as otherwise permitted by the Securities and Futures Ordinance
Japan
No public offering of the Shares is being made to investors resident in Japan and no securities registration statement pursuant to Article 4, paragraph 1, of the Financial Instruments and Exchange Law (the “FIEL”) has been made or will be made in respect to the offering of the Shares in Japan. The Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan unless they are offered or sold pursuant to an exemption from the registration requirements of, and in compliance with, the FIEL and any applicable laws and regulations of Japan. Neither the Financials Services Agency of Japan nor the Kanto Locale Financial Bureau has passed upon the accuracy of adequacy of this information or otherwise approved or authorized the offering of the Shares in Japan or to investors resident in Japan
Singapore
Offers made under the Institutional Investor Exemption This presentation has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this presentation and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Interests may not be circulated or distributed, nor may Interests be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor pursuant to Section 304 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Taiwan
Offshore private placement The Interests may be made available outside Taiwan for purchase outside Taiwan by Taiwan resident investors, but may not be offered or sold in Taiwan.
Ireland
The distribution of this presentation in Ireland and the offering or purchase of Interests is restricted to the individual to whom it is addressed. Accordingly, it may not be reproduced in whole or in part, nor may its contents be distributed in writing or orally to any third party and it may be read solely by the person to whom it is addressed and his/her professional advisers. Interests in Crestline Summit Equity Alpha SP will not be offered or sold by any person: (a) otherwise than in conformity with the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007, as amended; or (b) in any way which would require the publication of a prospectus under the Companies Act 2014 or any regulations made thereunder; or (c) i n Ireland except in all circumstances that will result in compliance with all applicable laws and regulations in Ireland.
Bermuda
The interests being offered hereby are being offered on a private basis to investors who satisfy the criteria outlined in the fund’s offering memorandum. This presentation is not subject to, and has not received approval from, either the Bermuda Monetary Authority or the Bermuda Registrar of Companies and no statement to the contrary, explicit or implicit, is authorized to be made in this regard. Interests may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda and the Investment Funds Act 2006 of Bermuda which regulate the sale or promotion of fund interests or securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.
