Investible Early Stage Fund II Mandatory Disclosures

ACCREDITED OR INSTITUTIONAL INVESTORS ONLY

The Investible Early Stage Fund II is open only to those who have been deemed to fall into
the definition of an “accredited investor” or “institutional investor”, as defined in Section 4A(1) of the Securities and Futures Act (Cap. 289) of Singapore (“SFA”), by representatives of the Administrator.

For the avoidance of doubt, the Administrator is prohibited from treating you as an “accredited investor” or “institutional investor” unless and until you declare yourself to be as such, and consent to be treated as such.

All prospective investors MUST read this section and confirm to have understood the definitions of “accredited investor” or “institutional investor” (as the case may be), and the consequences of declaring themselves to be an accredited investor or institutional investor (as the case may be) and consenting to be treated as such.

Generally, in declaring and consenting to be treated as an accredited investor or institutional investor, the Investor is assumed to be better informed, and better able to access resources to protect his / her or its own interests, and therefore require less regulatory protection.

Investors who agree to be treated as accredited investors therefore forgo the benefit of certain regulatory safeguards. For example, issuers of securities are exempted from issuing a full prospectus registered with the Monetary Authority of Singapore in respect of offers that are made only to accredited investors, and intermediaries are exempted from a number of business conduct requirements when dealing with accredited investors.

Investors are advised to consult a professional adviser in the event they require further assistance on fully comprehending the consequence of being treated as an accredited investor or institutional investor.

REQUIREMENTS FOR ACCREDITED INVESTORS

Definition

  1. Where a prospective investor is an accredited investor, the prospective investor is aware that:

(a) The definition in the SFA is as follows:

“Accredited investor” shall have the meaning ascribed to it in the SFA (as may be amended from time to time). The term “accredited investor” is defined in Section 4A of the SFA to mean:

  1. An individual:

(1)  Whose net personal assets exceed in value S$2 million (or its equivalent in a foreign currency) subject that the value of an individual’s primary residence (net of any outstanding amounts in respect of any credit facility that is secured by the residence) can only account for up to S$1 million of this sum; or

(2)  Whose financial assets (net of any related liabilities) exceed in value S$1 million (or its equivalent in a foreign currency); or

(3)  Whose income in the preceding 12 months is not less than S$300,000 (or its equivalent in a foreign currency);

  1. A corporation with net assets exceeding S$10 million in value (or its equivalent in a foreign currency) or such other amount as the Monetary Authority of Singapore (“MAS”) may prescribe, in place of the first amount, as determined by:

(1)  The most recent audited balance sheet of the corporation; or

(2)  Where the corporation is not required to prepare audited accounts regularly, a balance-sheet of the corporation certified by the corporation as giving a true and fair view of the state of affairs of the corporation as of the date of the balance- sheet, which date shall be within the preceding 12 months; or

  • The trustee of such trust as MAS may prescribe, when acting in that capacity;

(b)  By virtue of the Securities and Futures (Classes of Investors) Regulations 2018, the following trusts are prescribed:

  1. Any trust of which all the beneficiaries are accredited investors within the meaning of Section 4A(1)(a)(i), (ii) or (iv) of the SFA, that is to say:

(1)  An individual as described in Paragraph 1(a)(i) above;

(2)  A corporation as described in Paragraph 1(a)(ii) above; and

(3)  The individual or entities as described in Paragraph 1(c) below;

  1. Any trust of which all the settlors:

(1)  Are accredited investors within the meaning of Section 4A(1)(a)(i), (ii) or (iv) of the SFA, that is to say, those who fall within Paragraph 2(b)(i)(1) to (b)(i)(6) above;

(2)  Have reserved to themselves all powers of investment and asset management functions under the trust; and

(3)  Have reserved to themselves the power to revoke the trust; or

  • Any trust the subject matter of which exceeds S$10 million in value (or its equivalent in a foreign currency); and
  1. For the avoidance of doubt, any reference to a “trust” above in this Paragraph 1(b) includes a bare trust;

(c)  For the avoidance of doubt, for the purposes of Section 4A(1)(a)(iv) of the SFA, the MAS has prescribed the following as accredited investors:

  1. An entity (other than a corporation) with net assets exceeding S$10 million in value (or its equivalent in a foreign currency);
  2. A partnership (other than a limited liability partnership) in which every partner is an accredited investor;
  • A corporation of which the entire share capital is owned by 1 or more persons, all of whom are accredited investors; or
  1. A person who holds a joint account with an accredited investor, in respect of dealings through that joint account.
  2. With effect from 8 April 2019, any of the persons mentioned in Paragraph 1 above may be treated as an accredited investor if the person (being the prospective investor) has opted-in to be treated by the counterparty (being the Administrator and / or the Manager) as an accredited investor for all the consent provisions.

REQUIREMENTS FOR INSTITUTIONAL INVESTORS

Definition

  1. Where a prospective investor is an institutional investor, the prospective investor is aware that:

(a) The definition in the SFA is as follows:

“Institutional investor” shall have the meaning ascribed to it in the SFA (as may be amended from time to time). The term “institutional investor” is defined in Section 4A of the SFA to mean:

  1. The Government;
  2. A statutory board as may be prescribed by regulations made under Section 341 of the SFA;
  • An entity which is wholly and beneficially owned, whether directly or indirectly, by a central government of a country and whose principal activity is:

(1)  To manage its own funds;

(2)  To manage the funds of the central government of that country (which may include the reserves of that central government and any pension or provident fund of that country); or

(3)  To manage the funds (which may include the reserves of that central government and any pension or provident fund of that country) of another entity which is wholly and beneficially owned, whether directly or indirectly by the central government of that country;

  1. Any entity:

(1)  That is wholly and beneficially owned, whether directly or indirectly, by the central government of a country; and

(2)  Whose funds are managed by an entity mentioned in Paragraph 3(a)(iii) above;

  1. A central bank in a jurisdiction other than Singapore;
  2. A central government in a country other than Singapore;
  • An agency (of a central government in a country other than Singapore) that is incorporated or established in a country other than Singapore;
  • A multilateral agency, international organisation or supranational agency as may be prescribed by regulations made under Section 341 of the SFA;
  1. A bank that is licensed under the Banking Act (Cap. 19);
  2. A merchant bank that is approved as a financial institution under Section 28 of the Monetary Authority of Singapore Act (Cap. 186);
  3. A finance company that is licensed under the Finance Companies Act (Cap. 108);
  • A company or co-operative society that is licensed under the Insurance Act (Cap. 142) to carry on insurance business in Singapore;
  • A company licensed under the Trust Companies Act (Cap. 336);
  • A holder of a capital markets services license;
  1. An approved exchange;
  • A recognised market operator;
  • An approved clearing house;
  • A recognised clearing house;
  • A licensed trade repository;
  1. An licensed foreign trade repository;
  • An approved holding company;
  • A “depository” as defined in Section 81SF of the SFA;
  • An entity or a trust formed or incorporated in
    a jurisdiction other than Singapore, which is regulated for the carrying on of any financial activity in that jurisdiction by a public authority
    of that jurisdiction that exercises a function
    that corresponds to a regulatory function of
    the MAS under the SFA, the Banking Act (Cap.
    19), the Finance Companies Act (Cap. 108), the Monetary Authority of Singapore Act (Cap. 186), the Insurance Act (Cap. 142), the Trust Companies Act (Cap. 336) or such other legislation as may be prescribed by regulations made under Section 341 of the SFA;
  • A pension fund, or collective investment scheme, whether constituted in Singapore or elsewhere;
  • A person (other than an individual) who carries on the business of dealing in bonds with accredited investors or expert investors;
  • The trustee of such trust as the MAS may prescribe, when acting in that capacity; or
  • Such other person as the Authority may prescribe.

GENERAL WARNING STATEMENT

  1. Persons or entities who / which do not fall into the definition of “accredited investor” or into any of the provisions in Paragraph 1 above or which do not fall into the definition of “institutional investor” below shall be a “retail investor” for the purposes of this website. The Investible Early Stage Fund II is not permitted to establish business relations with prospective investors who do not fall as “accredited investors” or “institutional investors”.

CAPITAL MARKETS SERVICES LICENSE

As manager and/or administrator of the Investible Early Stage Fund II, Investible Pte. Ltd. (the “Administrator”) holds a capital markets services license (“CMS License”) granted by the Monetary Authority of Singapore (“MAS”). Pursuant to the Administrator’s CMS License No. CMS100732-1, it is a condition of the CMS License to inform you of the following:

(a)  The Administrator is not subject to the conduct of business requirements which are applicable to a holder of the CMS License for fund management under the Securities and Futures (Licensing and Conduct of Business) Regulations (Rg. 10); and

(b)  The Administrator is not subject to the financial requirements which are applicable to a holder of the CMS License for fund management under the Securities and Futures (Financial and Margin Requirements for Holders of Capital Markets Services License) Regulations (Rg. 13).

POTENTIAL RISKS IN INVESTING

The information displayed on this website has been prepared without taking account of any investor’s objectives, financial situation or needs. Using the Service or investing in the Investible Early Stage Fund II carries potential risks and fees. An investor should, before deciding whether to invest in the Investible Early Stage Fund II, consider the appropriateness of the Fund, having regard to both the Investible Early Stage Fund II Offer Document in its entirety and the investor’s objectives, financial situation and needs.

Neither the Administrator, Club Investible, Investible Australia, its respective subsidiaries, its officers or employees, nor any other person guarantees the investment performance, earnings or return of capital invested in the Investible Early Stage Fund II, nor the success of the Service. Further, there is no guarantee that there will be no capital loss or particular taxation consequence as a result of using the Service or investing with the Investible Early Stage Fund II.

Forward-looking statements made on this website (including statements of intention and projections) are made based on current expectations and beliefs but involve risks, uncertainties and other factors beyond the control of the Administrator which may cause actual outcomes to be materially different. Assumptions underlying such statements involve judgements which may be difficult to accurately predict. Therefore, such forward looking statements may prove to be inaccurate and should not be relied upon as indicative of future matters.

PERSONAL DATA PROTECTION

The Investible Early Stage Fund II shall abide by the Personal Data Protection Act 2012 (“PDPA 2012”) and Personal Data Protection Regulations 2014 (“PDPR 2014”) of Singapore in the collection, use and disclosure of your personal information, subject always to the applicable laws and regulations on AML-CFT and any such other legal obligations which may supercede the Administrator’s obligations under PDPA 2012 and / or PDPR 2014. Any information provided or disclosed by you to the Investible Early Stage Fund II shall be deemed as your consent for the Administrator to collect, use and disclose your personal information in accordance with the PDPA 2012 and PDPR 2014.

The purpose of the Investible Early Stage Fund II collecting, using and disclosing your personal information is limited to the purposes of administering your membership and investments with the Fund, as well as to comply with the relevant laws of Singapore, including but not limited to the requirements imposed by the MAS and other such relevant authorities.

During the course of your investment with the Investible Early Stage Fund II, you are entitled to have access to your personal information, as well as to request the Administrator for the correction of your personal information, subject to the necessary approval(s) from the relevant authorities (if and where required) and in accordance with the applicable laws and regulations on AML-CFT.