This legal and regulatory notice is issued by Ascension Ventures Limited (“Ascension Ventures”) and applies to the entire contents of the website under the domain www.ascensionventures.com (the “Website”).
Ascension Ventures is an investment advisory firm whose registered office is at 20 Air Street, 4th Floor, London, England, W1B 5AN. Ascension Ventures Limited is registered in England and Wales No 07766902 and is an Appointed Representative of Larpent Newton & Co. Limited, which is authorised and regulated in the UK by the Financial Conduct Authority (“FCA”), Firm Reference Number 141275. Ascension Ventures’ Firm Reference Number is 568418.
Ascension Ventures provides the Website for the purpose of general information purposes only and the information and materials contained therein should not be relied upon as a substitute for financial or other professional advice. Nothing on this Website constitutes: (i) an offer, advice, invitation or solicitation by Ascension Ventures or its affiliates to buy or sell any investments or securities, futures, options or other financial instruments; (ii) an invitation or inducement to engage in investment activity or a financial promotion of any kind; or (iii) investment advice or recommendation.
Ascension Ventures makes no representation or warranties of any kind with respect to the Website or the information and materials contained therein and disclaims all such representations and warranties including, without limitation, representations or warranties about the accuracy, completeness, or suitability for any purpose of the information and materials published in the Website. Ascension Ventures may make changes to the material on the Website at any time without notice and is under no obligation to update the Website nor to notify users of any changes to the Website at any time.
Neither Ascension Ventures nor any of its subsidiaries, directors, employees or other representatives will be liable for loss or damage arising out of or in connection with the use of this Website. This limitation of liability applies to all damages of any kind, including without limitation: compensatory; direct; indirect or consequential damages; loss of data; loss of income or profit; loss of or damages to property; and claims of third parties.
Please read the information set out below. Potential investors in any fund or discretionary investment management service managed or advised by Ascension Ventures (“Ascension Fund”) should consult their financial adviser before investing in any Ascension Fund. Potential investors should also fully consider the available information, including, but not limited to the Information Memorandum in respect of the Ascension Fund, together with the risk warnings set out below. More detailed risk warnings are contained in the Information Memorandum relating to the Ascension Fund.
The Ascension Funds are reserved for experienced investors and institutions and may not be suitable for all investors. The Website is exempt from the financial promotion restriction in Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) on the basis that it is addressed only to persons falling within one or more of the following exemptions:
1. investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “FPO”);
2. the director, officer or employee of a person falling under 1 above, where such individual is responsible for that person’s investment activities and is approached in such capacity;
3. any certified high net worth individual, as defined in Article 48 of the FPO, being a person whom Ascension reasonably believes has signed a statement complying with Part I of Schedule 5 of the FP Order to the effect that in the financial year to 5 April 2011 he or she had:
(a) an annual gross income to the value of £100,000 or more; or
(b) net assets (subject to exclusions for his/her principal home and mortgage thereon, and certain life insurances and pension products specified in the FPO) to the value of £250,000 or more.
4. a self-certified sophisticated investor, as defined in Article 50A of the FPO, being a person whom the Company reasonably believes to have made within the past 12 months a statement complying with Part II of Schedule 5 of the FPO indicating that one of the following conditions applies to him:
(a) he has been a member of a network or syndicate of business angels for at least the six months prior to the date on which the above statement was signed; or
(b) he has made more than one investment in an unlisted company in the two years prior to the date on which the above statement was signed; or
(c) he is working, or has worked in the two years prior to the date on which the above statement was signed, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises; or
(d) he is currently, or has been in the two years prior to the date on which the above statement was signed, a director of a company with an annual turnover of at least £1 million.
Any viewer of this Website and/or any recipient of an Information Memorandum relating to an Ascension Fund to whom Articles 48 or 50A of the FPO applies and is in any doubt about the investment to which this Information Memorandum relates should consult a person authorised by the FSA specialising in advising on unquoted shares. An investment in an Ascension Fund may not be suitable for all recipients of the Information Memorandum. All prospective investors should consider carefully whether an investment in an Ascension Fund is suitable for them in the light of their personal circumstances and the financial resources available to them.
The distribution of Information Memorandum relating to any Ascension Fund to any person in the United Kingdom not falling within one of the above categories is not permitted by Ascension and may contravene FSMA. No person falling outside those categories should treat this Website and/or and Information Memorandum relating to any Ascension Fund as constituting a promotion to him, or act on it for any purpose whatever. If you fall outside those categories above you should not view this Website and should close your browser window immediately.
This Website and/or any Information Memorandum relating to any Ascension Fund is only intended for release in the United Kingdom and does not constitute an offer, or the solicitation of an offer, in any jurisdiction in which such offer or solicitation is unlawful. It is the responsibility of any person outside the United Kingdom wishing to make an application to invest in any Ascension Fund to satisfy himself as to full observance of the laws of any relevant territory in connection therewith.
Other Regulatory Disclaimers
Prospective investors should not regard the contents of this Website and/or any Information Memorandum relating to any Ascension Fund as constituting advice relating to legal, taxation or investment matters and are advised to consult their own professional advisers before contemplating any investment or transaction.
Investors’ money subscribed to the Ascension Funds will be committed to investments which may be of a long term and illiquid nature. The companies in which the Ascension Funds invests will not be quoted on any regulated market and, accordingly, there will not be an established or ready market for any such shares and the investor may experience difficulty in realising them (for value or at all).