The section of the Stewart Investors website (www.stewartinvestors.com) available here (the "PAC Section") contains information about Pacific Assets Trust Public Limited Company (the "Company"). The Company is an investment company within the meaning of section 833 of the Companies Act 2006 and is incorporated in Scotland with registered number SC091052. The Company’s shares have been admitted to the Official List of the Financial Conduct Authority and admitted to trading on the main market of the London Stock Exchange plc. The Company is an alternative investment fund for the purposes of the UK version of the Alternative Investment Fund Managers Directive as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018, as amended and has appointed Frostrow Capital LLP ("Frostrow") as alternative investment fund manager. Frostrow has delegated certain portfolio management responsibilities to First Sentier Investors (UK) IM Limited (registered company number SC047708) ("FSI UKIM") which is authorised and regulated by the Financial Conduct Authority under registration number 119367 and whose registered office is at 23 St. Andrew Square, Edinburgh, Midlothian, EH2 1BB. FSI UKIM has further delegated certain portfolio management activities to First Sentier Investors (Australia) IM Limited ("FSI AIM") and First Sentier Investors (Singapore) ("FSI SG"). FSI UKIM, FSI AIM and FSI SG are all part of First Sentier Investors, part of Mitsubishi UFJ Financial Group, a global financial group.
The PAC Section and the materials contained in the PAC Section including, but not limited to, the text, documents, images, links, sounds, graphics, and video sequences displayed therein (the "PAC Materials") have been prepared for use solely by individuals who are resident in the United Kingdom for tax and investment purposes or are professional investors in Ireland. The PAC Section and the PAC Materials are not for release, publication, or distribution, directly or indirectly, in whole or in part, to US persons (as defined in Regulation S under the US Securities Act of 1933 (the "Securities Act")) ("US Persons") or into or within the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
In particular, the PAC Section and the PAC Materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or in any jurisdiction in which such an offer or solicitation would be unlawful. The securities referred to in the PAC Section and the PAC Materials have not been and will not be registered under the US Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States, or to, or for the account or benefit of, US Persons. No public offering of the securities referred to in the PAC Section and/or the PAC Materials is being made in the United States. The Company has not been and will not be registered under the US Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the securities referred to in the PAC Section and/or the PAC Materials will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the securities referred to in the PAC Section and/or the PAC Materials may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. The securities referred to in the PAC Section and/or the PAC Materials have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, the Republic of South Africa or any other restricted jurisdiction. There will be no public offering of the securities in the PAC Section and/or the PAC Materials in Australia, Canada, Japan, the Republic of South Africa or any other restricted jurisdiction. The securities referred to in the PAC Section and/or the PAC Materials may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within Australia, Canada, Japan or the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa. Potential users of this information are requested to inform themselves about and to observe any such restrictions.
The PAC Section and/or the PAC Materials may contain forward looking statements. Any statement other than a statement of historical fact is a forward looking statement. Actual results may differ materially from those expressed or implied by any forward looking statement. The Company does not undertake any obligation to update or revise any forward looking statements, whether as a result of new information, future events, or otherwise. You should not place undue reliance on any forward looking statement, which speaks only as of the date of its issuance.
The PAC Section and the PAC Materials are subject to change without prior notice and are not to be reproduced, copied or otherwise made available to persons other than those for whom it is intended, especially anyone outside the UK for tax or investment purposes (except professional investors in Ireland), without the prior written consent of the Company.
The PAC Section is a financial promotion and its contents have been issued and approved by FSI UKIM. FSI UKIM is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Any comments expressed reflect the views of FSI UKIM and should not be taken as any kind of recommendation or advice.
If you are in any doubt about any of the information within the PAC Section and/or the PAC Materials, please consult your independent financial adviser or other such adviser authorised to give investment advice.
Terms and Conditions
1.1. The terms and conditions set out below apply to your use of the PAC Section (as defined below).
1.2. The "Company" means Pacific Assets Trust Public Limited Company and any of its subsidiaries and related companies and references to the "PAC Section" are to the section of the Stewart Investors website (www.stewartinvestors.com (the "Website")) available here and also include, but are not limited to, the text, documents, images, links, sounds, graphics, and video sequences displayed on the PAC Section (the "PAC Materials").
1.3. By clicking and entering the PAC Section you agree that you have read and agree to be bound by these terms and conditions (and acknowledge that the Company and its affiliates, subsidiaries, directors and advisers may rely on your agreement). If you do not agree, do not use the PAC Section. The information in the PAC Section is only for the attention of residents of the United Kingdom and professional investors in Ireland. It is your responsibility to be aware of and to observe all applicable laws and regulations in the United Kingdom and Ireland.
1.4. No information contained in the PAC Section or the PAC Materials should be taken as a recommendation to buy, sell, or hold the shares of any entity. Nothing in the PAC Section or in the PAC Materials constitutes or is intended to constitute financial or other advice and you should not act upon any information contained in the PAC Section or in the PAC Materials without first consulting a financial or other professional adviser.
1.5. The PAC Section is not intended to offer or to promote the offer or sale of the shares in the Company (the "Shares") in the United States or to US persons (as defined in Regulation S under the US Securities Act of 1933 (the "Securities Act")) ("US Persons"). Each acquirer of the Shares will be deemed to represent, amongst other things, that (i) it is not in the United States, (ii) it is not a US Person or acquiring the Shares for the account or benefit of a US Person, and (iii) it is acquiring the Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act.
1.6. The Shares may not be acquired or held by, or transferred to, (i) an "employee benefit plan" as defined in Section 3(3) of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code; or (iv) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code, and whose purchase, holding, or disposition of the Shares would constitute or result in a non-exempt violation of any such substantially similar law.
2. PAC Privacy Notice
Please see the PAC Privacy Notice or information relating to how the Company processes your personal data. In agreeing to these terms and conditions you agree to the terms of the PAC Privacy Notice.
3. Limitation of liability
3.1. Use of the PAC Section and the PAC Materials is at your sole risk. The Company and its affiliates, subsidiaries, directors and advisers will not be liable to any person for any direct, indirect, special or consequential, losses, damages, or awards of any kind, howsoever caused, as a result of the use of or inability to use, or reliance on, the PAC Section or any of the PAC Materials. To the maximum extent permitted by law, the Company and its affiliates, subsidiaries, directors and advisers exclude all warranties, conditions, terms, undertakings, and representations (excepting fraudulent misrepresentation) of any kind, express or implied, statutory or otherwise in connection with the PAC Section and the PAC Materials. Nothing in these terms and conditions shall be taken to limit or exclude any liability which may not otherwise be limited or excluded under applicable law.
3.2. Nothing in the PAC Section should be construed as investment, tax, legal, or other advice, nor is it to be relied upon in making an investment decision. Those accessing the PAC Section should consult their financial advisers regarding the suitability of any of the products referred to on the PAC Section and/or in the PAC Materials. The value of investments and the income from them may go down as well as up and an investor may receive back significantly less than the original investment. Past performance is not a reliable indicator of future results.
4.1. The PAC Materials and the PAC Section are provided on an "as is" and "as available" basis and do not purport to be full or complete. The Company gives no warranties (express, implied, or statutory) as to satisfactory quality or fitness for purpose of the PAC Materials, including, without limitation, as to the accuracy, validity, timeliness, merchantability, or completeness of any information or data contained therein (whether prepared by the Company or by any third party), or that any of the PAC Materials or the PAC Section will be provided uninterrupted or free from errors or that any identified defect will be corrected. The Company has the right to suspend or withdraw the provision of all or any of the PAC Section or the PAC Materials without prior notice at any time. You are entirely responsible for your use of the PAC Section and for the consequences of relying on any content. Further, no warranty of any kind is given that the PAC Section and the PAC Materials are free from any virus or other malicious, destructive, or corrupting code, program, or macro. The Company does not warrant that the PAC Section or the server(s) that make(s) it available are free of any virus or other harmful elements.
4.2. To the maximum extent permitted by law, the Company and its affiliates, subsidiaries, directors and advisers disclaim all liability to you arising out of your use of the PAC Section and/or the PAC Materials. In particular, the Company and its affiliates, subsidiaries, directors and advisers shall not be liable for any direct or indirect loss or damage to you, any loss of profits, loss of business, revenue, data, goodwill, or anticipated or consequential loss or damage.
4.3. For the avoidance of doubt, the Company is not responsible for, and disclaims all liability arising out of your use of, the Website insofar as it does not involve use of the Trust Section and/or the Trust Materials.
4.4. Reference in the PAC Section and/or the PAC Materials to any hypertext link, product, process, or service does not imply the Company’s support for, or endorsement or recommendation of the provider thereof or the product, process, or service to which reference is made. The PAC Section may contain hypertext links to other websites, resources, or other third parties. The Company is not responsible for the availability of, and accepts no liability in relation to, these external websites or their contents. The Company is not a sponsor, partner, promoter, or publisher of any such website.
5. Copyright and trademarks
5.1. The PAC Materials are the copyright of First Sentier Investors (UK) Funds Limited ("Stewart Investors") and/or the Company and their respective third-party licensors and may not be copied, distributed, uploaded, posted, republished, decompiled, disassembled, reverse-engineered or transmitted in any way without the prior written consent of Stewart Investors or the Company (as applicable). You may, however, download one copy of the PAC Materials for your personal use or use within the organisation in which you work on condition that you do not delete or change any copyright, trademark, or other proprietary notice contained in the PAC Materials or alter the way in which they are presented. Modification or use other than as permitted above violates the Company’s or Stewart Investors' (as applicable) intellectual property rights in the PAC Materials.
5.2. The trademarks, service marks, and logo used and displayed on the PAC Section are registered and unregistered trademarks of Stewart Investors, the Company and others. The intellectual property rights in the “Pacific Assets Trust” name and logo are owned by the Company. Nothing in these terms and conditions or on the Company’s website should be construed as granting any licence or right to use any trademark displayed on the PAC Section. The Company and Stewart Investors enforce infringements of their intellectual property rights to the fullest extent permitted by the law.
6. Governing law
The agreement between you and the Company relating to your use and browsing of the PAC Section is governed by and shall be construed in accordance with the laws of England and Wales and you agree that the Courts of England shall have exclusive jurisdiction over any disputes arising in relation to such use and browsing. The Company may delete or make changes to these terms and conditions at any time. When the Company makes any such changes to these terms and conditions, you will be required to accept such changes in order to continue to use the PAC Section. If you do not accept such revised terms and conditions, you may no longer be able to access the PAC Section and the PAC Materials. Your access to the PAC Section and the PAC Materials is governed by the version of these terms and conditions then in force.
8. Jurisdictional restrictions
The PAC Materials that you are seeking to access are not directed at and may not be viewed by or distributed to persons who are resident outside the United Kingdom (except for professional investors in Ireland), including but not limited to persons who (i) are in the United States or who are, or are acting for the account or benefit of, US Persons; or (ii) are in a jurisdiction where it is not lawful to access the PAC Materials.