This prospectus is prepared, and a copy of it has been sent to the Jersey Financial Services Commission, in accordance with the Collective Investment Funds (Certified Funds - Prospectuses) (Jersey) Order 2012 (the Order) of the Bailiwick of Jersey for the purpose of the marketing and selling of units in the various investment portfolios constituted in terms of the STANLIB Offshore Unit Trusts (the Trust).
The Trust is available for investment in its domicile of registration.
This prospectus is divided into two parts. The general structure and information about the Trust is contained in this section. It must be read in conjunction with the section entitled Class Fund Details which deals specifically with the individual class funds and investment portfolios. You may, on request to STANLIB Fund Managers Jersey Limited (the Manager), obtain, free of charge, a copy of the latest annual report and any subsequent half-yearly report, or alternatively visit the web-site at www.stanlib.com.
No person has been authorised to give any information or to make any representations, other than those contained in this document, in connection with the offering of units in the Trust and, if given or made, such information or representations must not be relied on as having been authorised by Capita Trust Company (Jersey) Limited (the Trustee) or the Manager. Neither the delivery of this document nor the creation or sale of units shall, under any circumstances, imply that there has been no change in the affairs of the Trust since the date hereof.
The Trustee and the Manager have taken all reasonable care to ensure that the facts stated in this prospectus 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 prospectus, whether of fact or opinion. The Trustee and the Manager accept responsibility accordingly.
This prospectus is intended to be a brief summary of the more important provisions of the Trust Instrument and class rules. For full details of the Trust investors are referred to the Trust Instrument and class rules, copies of which are available from the Manager.
If you are in any doubt about the contents of this prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.
The Jersey Financial Services Commission does not take any responsibility for the financial soundness of the Trust or for the correctness of any statements made or expressed in this prospectus.
It should be remembered that the price of units and the income from them can go down as well as up and that unit holders may not receive, on sale or the cancellation or redemption of their units, the amount that they invested.
This prospectus does not constitute and may not be used for the purpose of an offer or solicitation to any person in any
jurisdiction in which such offer or solicitation is not authorised, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation.
In particular, the Trust has not been registered under the United States Securities Act of 1933 (as amended) (the Act) and except in a transaction which does not violate that Act, units may not be directly or indirectly offered or sold in the United States of America (which for purposes of these provisions includes its territories, possessions and areas subject to its jurisdiction) or to or for the benefit of a United States person. For these purposes, a United States person includes a national or resident of the United States of America, a partnership organised or existing in any of its states, territories or possessions, or any estate or trust, other than an estate or trust the income of which originates from sources outside the United States of America (which is not effectively connected with the conduct of trade or business within the United States of America) and is not included in gross income for the purposes of computing United States federal income tax and other than a person who is an accredited investor as defined in Regulation D under the Securities Act 1933 of the United States of America.
This prospectus shall under no circumstances be distributed to or constitute an offer to any person or entity resident or domiciled in, or any citizen of any member state of the European Union or any state within the European Economic Area to which the Alternative Investment Fund Managers Directive applies or any restricted jurisdiction identified in respect of a class.
As a potential applicant for units, you should inform yourself as to (a) the possible tax consequences (b) the legal requirements and (c) any foreign exchange restrictions or exchange control requirements which might apply under the laws of the countries of your citizenship, residence or domicile and which might be relevant to the subscription, holding or disposal of units. The applicant is strongly recommended to read and consider this prospectus before completing an application.
Defined terms used in this prospectus shall have the meanings set out in the Trust Instrument relating to the Trust or the class rules of the relevant class fund(s) (as applicable). To the extent that such terms are not so defined, the following definitions shall apply:
approved fund means (i) any unit trust scheme which is an authorised unit trust for the purposes of the Financial Services and Markets Act 2000 (the FSMA) of the United Kingdom, (ii) any collective investment fund which is recognised in terms of sections 264, 270 and 272 of the FSMA or (iii) any investment trust listed on the London Stock Exchange Limited and approved as such under s.842 of the Income and Corporation Taxes Act 1988 of the United Kingdom, (iv) STANLIB Funds Limited, and/or (v) Fidelity Institutional Liquidity Fund plc (as applicable in each case).
Authorised investment means any share, stock, loan stock, warrant, commodity, note, certificate, bond, debenture, debenture stock, unit or sub-unit or share in a unit trust scheme or fund, participation in a mutual fund or collective investment or similar scheme, certificate of deposit, depository receipt, acceptance, promissory note, bill (whether or not any of the same is payable or transferable by delivery to bearer) or any other security or negotiable instrument or instrument of whatsoever nature evidenced or representing a debt, denominated in any currency or currencies whatsoever, issued, payable or repayable by, any person, body (whether incorporated or not), partnership, fund, trust, government, government department or agency or any country, territory or public or local authority in any part of the world and any option to acquire or dispose of any such investment and any security or instrument entitling the holder to subscribe for, or to switch such security into, any such investment and any futures or similar contract (other than contracts relating to real property) and rights arising under such contracts and any derivative of any of the foregoing.
Business day means in relation to a class fund any day normally treated as a business day in the Island of Jersey and in any other jurisdiction determined by the Manager where administration of that class fund takes place and for the avoidance of doubt does not include Saturdays, Sundays and bank and public holidays.
Class means any class of units which may be created pursuant to clause 9 of the Trust Instrument.
Class fund means a fund maintained in accordance with clause 9 of the Trust Instrument, each such fund being attributable to a separate class or classes of units regulated by class rules pertaining to that class fund.
Collective investment fund has the meaning given in the Collective Investment Funds (Jersey) Law 1988, as amended.
Dealing day means any business day.
Dilution levy means a levy imposed by the Manager to counteract the effect of a dilution or reduction in the value of the Trusts assets as a result of dealing costs incurred.
Feeder fund means any unit trust scheme or fund, participation in a mutual fund or collective investment or similar scheme whose principal investment objective is to invest in a single, specified, collective investment scheme or in one constituent part of an umbrella fund.
Fund of funds means any unit trust scheme or fund, participation in a mutual fund or collective investment or similar scheme whose principal investment objective is to invest in other collective investment schemes.
Net asset value means in respect of any class the value of the assets less liabilities of the class fund attributable to the units of that class as determined in accordance with the Trust Instrument.
Real property fund means a unit trust or mutual fund that invests only in listed property shares, that