Private Placement Memorandum Executive Summary

Private Placement Memorandum – Executive Summary

Private Placement Memorandum – Executive Summary | 2


FUND OVERVIEW The Bayakha Transformational Infrastructure Fund expects to make equity and empowerment financing / structured equity investments into eight to ten qualifying, brownfield and late-stage greenfield renewable energy and other socio-economic infrastructure projects (such as water, transport, social housing, schools and hospitals) in South Africa (SA), primarily, and to a lesser extent, select parts of Sub-Saharan Africa (SSA). Key characteristics of the Fund include firstly its indefinite lifespan, and secondly the ability of Investors to unilaterally subscribe for or redeem their investments at regular intervals pursuant to the withdrawal mechanics. Investors will also generally be free to transfer their interest on the secondary market. In South Africa, the Financial Services BBBEE Codes (2016) recognise that investment in infrastructure contributes to economic growth and development, not only through infrastructure improvement, but also in the development and transformation of capital markets and thus the financial sector itself. Thus, the term Transformational Infrastructure now forms part of the local investment lexicon. Bayakha thus seeks to respond to the demand for transformational infrastructure finance. To this end, two, high quality, operational projects, representing a total investment of R450 million have been secured for The Fund’s first close by the management team. The projects form part of South Africa’s world-renowned Renewable Energy Independent Power Producers Procurement Programme (REIPPPP). The objective of The Fund is to generate a minimum target internal rate of return (IRR) of 12% for investors (i.e. SA Consumer Price Index (CPI) + 6%). The Fund will seek representation on the boards of all project companies where a direct equity position is acquired thus participating in key decisions to manage risk and enhance return to Investors. In so doing, Bayakha is perfectly positioned to respond to the growing demand for infrastructure development and provides a response to the attendant requirement for the emergence of specialist fund-management capabilities in this sector. Additionally, we recognise the unique funding challenges faced by previously disadvantaged participants in the infrastructure sector and therefore seek to unlock institutional funding to support Black Industrialists i.e. operational, Black-owned businesses that develop, operate and maintain the underlying assets that Bayakha seeks to invest in. Transformation therefore has a dual meaning in the context of Bayakha’s investments: transforming the ownership patterns of the infrastructure sector and in tandem with that, transforming the nature and extent of infrastructure access for inclusive economic growth and development.


SUMMARY OF FUND TERMS

Legal Structure Of The Investment Vehicle

• En Commandite Partnership • Open-ended fund structure with a targeted listing of the Fund (or other

monetization event) on or after year 10 • Equity

Investment Strategy

The Fund will make equity, hybrid debt, quasi-equity and equity-related Investments in renewable energy and other socio-economic infrastructure assets located in South Africa predominately and select opportunities in Sub-Saharan Africa led by a high-quality management team with a track record of excellence.

Targeted Return In ZAR SA CPI + 6% / circa 12% IRR over the duration of the contract

Target Fund Size

ZAR 3.0 billion

Measurement Periods

The Fund will be assessed over rolling five-year periods ("Measurement Period") commencing from the first close.

Underlying Investments

• Equity & Structured Equity Instruments • Minority Investments in renewable energy power plants, transport projects

and water infrastructure. • Investments in social infrastructure intended for the transformation of

underdeveloped communities.

Mandate Objectives

• Achieve Triple Bottom Line objectives: Green, Transformative & Profitable. • Investment in high quality infrastructure assets and superior management

of those assets over the medium to long-term. • Maximise investment Impact: Mobilise private institutional capital to

generate returns to investors and society in general.

Closes

In respect of the first close, the Fund will target aggregate initial capital commitments ("Capital Commitments") from Investors of at least ZAR 500 million in aggregate. After the first closing date, for a period of 18 months, the Fund may accept any new or additional Capital Commitments. Thereafter, the Manager may only accept additional Capital Commitments at the commencement of each Measurement Period.

Liquidity And Monetisation

• Limited. The open-ended nature of the fund allows for flexibility to

explore listing over the longer term at optimal times of the market cycle. • Platform of scale diversifies risk and provides future optionality – yield-

cos, green bonds etc.

Fees

1.5% and 20% (Management fees and Performance fees)


THE BAYAKHA TEAM & TRACK RECORD

The Team has considerable experience advising, structuring project finance transactions and investing

in energy and infrastructure projects across the African continent. Through prior and current roles, they

have collectively appraised over 100 infrastructure projects from the advisory, lender and shareholder

perspectives. The team’s collective experience mirrors the sectors which the Fund will target and

includes a solid understanding of South African and Sub-Saharan debt and capital markets.

Bayakha brings a team with substantial experience globally within the asset/fund management, water,

transport and energy sectors, working to support a variety of organisations across the infrastructure

sector supply chain, including government and regulatory bodies, technology providers, utilities and

corporations.

The Investment Committee members bring together in excess of 80 years of combined experience in

project finance, corporate finance, asset management, impact evaluation, development, energy and

infrastructure across the African continent.


INFRASTRUCTURE – AN EMERGING REAL RETURN ALTERNATIVE ASSET CLASS

Infrastructure as an “alternative” (alternative to traditional listed equities, bonds and cash) asset class, first gained institutional investor acceptance in Australia (often as listed funds) where it has been available since the mid-1990s, followed by Europe in the early 2000s (mostly private closed-ended funds) and more recently, in the United States, where it is beginning to demonstrate its value1. The increased institutional investor interest in infrastructure is driven by cyclical and structural aspects. Cyclically, investors are facing an uncertain economic outlook and are seeking opportunities to diversify risk and return drivers. Structurally, National Budgets are also constrained, and thus, looking forward, the demands of fiscal consolidation suggest increased infrastructure investment is needed from pension funds and private institutional investors. Infrastructure Defined In the investment context, infrastructure typically includes economic infrastructure:

Renewable Energy Transport (rail, toll-roads, ports, airports) Utilities (e.g. power generation, energy distribution networks, water, sewage, waste); Communication (transmission, cable networks, towers satellites)

In recent times however, the definition has broadened to include social infrastructure, which includes:

Schools and other education facilities Affordable housing Hospitals & Healthcare Prisons

In South Africa, the Financial Services B-BBEE Codes (2016) recognise that investment in infrastructure contributes to economic growth and development, not only via infrastructure improvement, but also in the development and transformation of capital markets and thus the financial sector itself. Thus, the term Transformational Infrastructure now forms part of the local investment lexicon. Transformational Infrastructure investment, in the context of the B-BBEE Codes, refers to debt financing, or other forms of credit extension to, or equity investments in South African projects in areas where gaps or backlogs in economic development have not been adequately addressed by traditional financial institutions. Such infrastructure projects fall can be found in the following sectors:

Energy Transport Water, waste water and solid waste Social infrastructure such as health, education, and correctional service facilities Municipal infrastructure and services

1 https://www.caia.org/download/file/fid/5342- accessed on 20 January 2018.

https://www.caia.org/download/file/fid/5342-


Returns from infrastructure investments are typically backed by long-term assets with excellent demand inelasticity and development impact. Bayakha promotes an approach to infrastructure investing that recognises that infrastructure investments deliver financial returns AS WELL AS portfolio diversification, economic development and social transformation. The graph below identifies infrastructure themes in relation to asset classes, demonstrating relative risk/return profiles.

Infrastructure Assets & Themes: Risk/ Return Profiles

Source: Credit Suisse Asset Management: Can Infrastructure Investment Enhance Portfolio Efficiency? Figure 1:Risk / Return Profiles of Infrastructure Investments

IN SUMMARY: THE BENEFITS OF INVESTING IN INFRASTRUCTURE

• Diversification Benefits – low sensitivity and correlation to listed markets. • Inflation Protection – predictable, inflation-linked revenue backed by long-term public-private

partnership contracts and “real assets.” • Socio-Economic Impact – directly improving access to critical infrastructure for the

transformation of developing economies and communities. • Predictable Cash-flow streams – highly cash generative, driven by high barriers to entry,

inelastic demand for services; low operating costs and high target operating margins. • Risk Adjusted Return - Potential to achieve equity-like returns but with less volatility. • Immune to economic cycles – relatively low risk.

South African institutional investors are either not yet invested or are below their target allocation owing to the lack of: available investment vehicles, private infrastructure investment opportunities and investor education. Bayakha therefore provides a response to this allocation challenge, providing access to high-quality assets that deliver all the benefits of Infrastructure Investments.


SUPPORTIVE POLICY FRAMEWORK FOR EMPOWERMENT FINANCING IN INFRASTRUCTURE

– AMENDED FSC BBBEE CODES

To drive transformation and inclusive growth within the infrastructure and fund management sectors; and recognising the unique position that financial institutions holds in the development of South Africa. The amended Financial Services B-BBEE Codes recognises that domestic investment in infrastructure contributes to economic growth and development, not only via infrastructure improvement, but also in the development of the local financial sector and capital markets. Two new unique elements exist in the amended FSC scorecard over and above the five elements in the Codes of Good Practise. These are Empowerment Financing and Access to Financial Services. The Empowerment Financing element, targeting local banks and insurers, presents a fund-raising tailwind for Black infrastructure fund managers from Banks and Life Insurance companies.

The Amended FSC BBBEE Generic Scorecard for Large Entities

Element

Weighting

Banks & Life

offices

scorecard

Short Term

Insurers

scorecard

Stock

Exchanges &

Members

Other

Institutions

scorecard

Code Series

Reference

Ownership 23 23 23 25 FS100

Management Control 20 20 20 20 FS200

Skills Development 20 20 20 20 FS300

Procurement and ESD 15 35 35 35 FS400

Socio Economic Development &

Consumer Education 5 5 5 5 FS500

Empowerment Financing & ESD 25 0 0 0 FS600

Access to Financial Services 12 12 0 0 FS700

Total 120 115 103 105

Figure 2: The Amended FSC BBBEE Generic Scorecard for Large Entities

Therefore, Empowerment Financing targets banks and local insurers to make investments in infrastructure projects. This is measured as total balance sheet exposure for new loans written. The target for the banking sector is based on an increment of R80bn additional Empowerment Financing between 01 January 2012 and 31 December 2017. Local banks will be responsible for R78.4bn of the increment and International Bankers Association (IBA) member will be responsible for R1.6bn of the increment. Further, Life Insurers can earn an additional 2 bonus points for investing 0.5% NPAT towards the funding of Black asset managers. Transformational Infrastructure projects (which account for 12 out of 25 points in Empowerment Financing) are projects which support economic development in under-developed communities and contributes towards equitable access to economic resources.


Such projects could be in the following sectors: Energy Transport Water Telecommunications Social Infrastructure such as health, education and correctional service facilities

An additional 2 bonus points are awarded for the development of black asset managers. The table below summarises the B-BBEE scorecard to be used for large Banks and Life Insurance companies going forward:

Empowerment Financing Scorecard

Measurement Criteria Weighting

Points

Banks

Target

Weighting

Points

Long-Term

Insurers

Targets

2.1 Targeted Investments:

• Transformational Infrastructure

• Black Agricultural Financing

• Affordable Housing

• Black Business Growth and SME Funding

12 R 48 bn. 12 R 27 bn.

2.2 B-BBEE transaction financing and Black Business

Growth SME Funding

3 R 32 bn. 3 R 15 bn.

Empowerment Financing Total 15 15

2.3 Annual value of Supplier Development contributions

made by the measured entity

7 1.8% of

NPAT

7 1.8% of

NPAT

2.4 Annual value of Enterprise Development contributions

made by the measured entity

3 0.2% of

NPAT

3 0.2% of

NPAT

Total 25 25

2.5 Bonus Points

2.5.1 Graduation of one or more Enterprise Development

beneficiaries to Supplier Development level.

1 1

2.5.2 For creating one or more jobs directly as a result of

Supplier or Enterprise Development initiatives by the

measured entity.

1 1

2.5.3 Development of black fund managers, stockbrokers

and intermediaries

2 TBD 2 0.5% NPAT

Total Bonus Points 4 4

Figure 3: Empowerment Financing Scorecard

The Fund is thus perfectly positioned to provide a much-needed funding solution to this growing and guaranteed market: Black-owned equity in the South African REIPPPP programme. In all, an investment in the Bayakha Transformational Infrastructure Fund promotes responsible investing while simultaneously contributing to the State’s social and economic transformation agenda.


INVESTMENT PHILOSOPHY AND STRATEGY INVESTMENT PHILOSOPHY We believe that superior risk-adjusted returns can be achieved, over the long-term, through investment in Black-owned Independent Power Producers (IPPs) and broader transformational infrastructure (water, transport, ICT, hospitals, schools) assets led by high-quality management teams with a track record of excellence. General Investment Criteria

i. Project Finance and PPP infrastructure investments with strong contractual structures, demonstrating the appropriate legislative framework and developmental impact.

ii. Predominant focus on energy complimented by other socio-economic infrastructure projects iii. Quality and track-record of the project sponsors, contractors, credit worthiness of the off-taker

(in the case of Energy PPAs; capability of the concessionary authority (in the case of transport concessions), and the robustness of the contractual and financial structures.

iv. Engagement with project stakeholders e.g. senior sponsor(s), EPC and O&M contractors, local funding institutions and/or Development Finance Institutions to identify local counterparty risks.

v. Achieve a net annual rate of return to investors of CPI +6% (currently a nominal 12%) while balancing risk-taking, through (i) investments in (greenfield) projects, with strong potential of profitability but involving construction risks and, - (ii) investments in (brownfield) projects, generating less profitability but already operating and generating stable cash-flows

vi. Appropriate corporate governance rights and board membership in the project company

PORTFOLIO COMPOSITION

The Fund’s diversification policy is designed to provide Bayakha with the flexibility to dynamically allocate capital in project companies across the South African & African region while imposing certain exposure limits to individual assets and markets in line with Regulation 28 of the Pension Funds Act. As such, among other parameters, the Fund may not:

• invest more than 75% of the Commitments in Economic Infrastructure; • invest more than 25% of the Commitments in any one Portfolio Project Company; • invest more than 25% of the Commitments in Social Infrastructure • invest more than 20% of the Commitments outside of South Africa;

Certain investment parameters may be changed with the prior consent of the Advisory Committee.


INVESTMENT SOURCING AND PROCESS INVESTMENT SOURCING

Our competitive advantage lies in our first mover track-record in REIPPPP, operational expertise and pipeline already established in the renewable energy and power sector through our strategic shareholder, The Pele Energy Group. Bayakha believes that the Investment Team & Investment Committee members have superior capacities to meet the key challenges of investing in South African & African infrastructure:

Inter-personal relationships and a good market reputation are key to secure, in a timely manner, access to profitable investment opportunities.

Bayakha enjoys relationships with developers, private equity players, banks and Development Finance Institutions active in African Public Private Partnerships, giving the Fund access to a quality proprietary deal-flow of greenfield and brownfield projects.

Investment Committee Members also benefit from strong ties with African investment funds and developers specialising in infrastructure investment, such a network giving access to co-investment opportunities into greenfield PPPs and secondary / brownfield transactions.

The combined project development experience of the team will allow Bayakha investors to benefit from opportunities across the entire continent, limited to 20% of all commitments.

INVESTMENT PROCESS


TRANSACTION PIPELINE

The current opportunity for The Fund is a total portfolio of twenty-two [22] infrastructure projects across renewable energy, transport, water sanitation, healthcare and student housing projects. Our project pipeline is secured through our strategic partnerships and shareholders ensuring zero deployment risk and minimal cash-drag for investors. The management team has secured an attractive R 7 billion infrastructure pipeline base diversified across economic and social infrastructure, well beyond the targeted R 3.0 billion fund size. Our renewable energy pipeline includes opportunities across Bid Windows 1 - 4 of South Africa’s REIPPPP and opportunities outside the boarders of South Africa. This allows the investment committee to be selective on the opportunities we bring into the Fund.

Source: The 2016 Economist Intelligence Unit Report: Power Up


LEGAL NOTICE This Private Placement Memorandum (“Document”) is confidential and proprietary and has been prepared as a source of preliminary information to assist certain targeted institutional Investors in their understanding of Bayakha’s Transformational Infrastructure Fund (the “Fund”). This Document is dated 31 March 2018. The information presented is current as of the date hereof and is subject to change from time to time. The delivery of this Document does not imply that the information herein is correct as of any time subsequent to the date hereof. The Fund will be incorporated as an en commandite partnership established in South Africa. Additional parallel fund(s) may also be established for Investors with particular tax or regulatory requirements. Limited partners of the Fund are referred to herein individually as an “Investor” and collectively as the “Investors”. Interests in the Fund are referred to herein as “Interests”. The issuer of this Document is Bayakha Investment Partners Proprietary Limited (“Bayakha” or the “Issuer”). The Issuer is acting on behalf of the Fund only. It shall not be responsible for providing prospective Investors with the protections afforded to clients or for advising them on an investment in the Fund. An investment in the Fund is suitable only for sophisticated and professional Investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in a speculative investment. Interests in the Fund will be subject to restrictions on transfer and Investors must be prepared to bear the risks of investment for the lifetime of the Fund. The Interests offered are not intended to be redeemable at any time and withdrawal is generally not permitted. There is no public market through which the Interests may be sold, they will not be negotiable on the capital markets and Investors may not be able to resell their Interests. No assurance can be given that the Fund’s investment objective will be achieved or that Investors will receive a return of their capital. An investment in the Fund should therefore be regarded as long-term and should form only one part of an otherwise diversified portfolio. No one should invest who cannot afford to lose their entire investment. This Document does not constitute an invitation to the public to purchase Interests in the Fund. The distribution of this Document and the offer and sale of the Interests in the Fund may be restricted by law in certain jurisdictions. Persons receiving this Document are required to inform themselves about and to observe any such restrictions. This Document does not constitute an offer to sell or the solicitation of an offer to buy in any state or other jurisdiction to any person to whom it is unlawful to make such an offer or solicitation. The admission of any prospective Investor into the Fund will be at the sole discretion of the General Partner (as defined herein). Interests that are acquired by persons not entitled to hold them will be compulsorily redeemed. No securities commission or similar authority in South Africa or elsewhere has reviewed this document or the merits of the Interests offered hereby, and any representation to the contrary is an offence. Persons who acquire Interests in the Fund will not have the benefit of the review of this material by any securities commission or similar authority. This Document is for the confidential use of only those persons to whom it is transmitted in connection with this offering. By their acceptance of this Document, recipients agree that they will not transmit, reproduce or make any information contained herein available to anyone other than their professional advisors solely in connection with obtaining the advice


of any such person with respect to proposed investment in the Fund. Each recipient further agrees to return this Document and any copies thereof, or to destroy such copies, promptly upon request. Each recipient is invited to meet with the Fund’s representatives to discuss the terms and conditions set out in this Document, and to obtain any additional information to the extent that such representatives possess such information or can acquire it without unreasonable effort or expense. No other person has been authorised to give any information or to make any representation not contained in this Document. Any such information or representation, either given or received, must not be relied upon. In making an investment decision, prospective Investors must rely on their own examination of the Fund and the terms of the offering. They should not construe the contents of this Document as legal, tax, investment, accounting or other advice, and each prospective Investor is urged to consult with its own advisers with respect to these and other matters concerning an investment in the Fund. Certain information contained in this Document has been obtained from sources published by other parties and has not been independently verified. No member of Bayakha, their associates or any of their members, directors, officers, employees or agents assumes any responsibility for the accuracy or completeness of such information or for any direct, indirect or consequential loss or damage suffered by any person as a result of their relying on statements or information contained in this Document, or as a result of any omissions from it. If the descriptions or terms in this Document are inconsistent with or contrary to the terms of the Fund’s governing agreements (“Fund Agreements”), then the terms in the Fund Agreements shall prevail. Prospective Investors are cautioned not to rely on the historical performance set forth in this Document when making a decision on whether or not to acquire Interests in the Fund. The performance information contained in this Document has not been audited or verified by an independent party and should not be considered representative of the returns that may be received by an Investor. Certain factors exist that will affect comparability, including the deduction of fees and expenses. Any prior investment results and returns (“Past Performance Information”) contained in this Document are provided for illustrative purposes only. There can be no assurance that these or comparable investment results and returns will be achieved by the Fund or that the Fund will be able to avoid losses. Among other things, economic conditions and the availability of investment opportunities will determine whether the Fund will be able to make investments similar to the existing and historical investments managed or advised by Bayakha. This Document contains projections, forecasts, targeted and illustrative returns, estimates, beliefs and similar information (“Forward Looking Information”), which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue” or “believe,” or the negatives thereof or other variations thereon or comparable terminology. The Fund and its affiliates believe that such statements and information are based upon reasonable estimates and assumptions. However, Forward Looking Information is subject to inherent uncertainties and qualifications and each case is based on numerous assumptions, whether or not identified herein. It is provided for illustrative purposes only and must not be relied upon by any prospective Investor as a guarantee, assurance, prediction or definitive statement of fact or probability as many actual events and circumstances are beyond the control of the Fund.


Unless otherwise indicated, references in this Document to “net IRR” or “returns” are to the internal rate of return calculated at fund level, after payment of applicable management fees and carried interest and other applicable fees and expenses. Internal rates of return are computed taking into account the timing of cash flows, the amounts invested at any given time, and unrealised values as of the relevant valuation date. Multiples of equity referred to in this Document have been calculated based on figures for the cost and total value of the relevant Investments. References to the “yield” are to distributions as a percentage of total project cost or project valuation at an asset level. “Yield” does not take into account capital contributions by investors for management fees, organisational costs or other fees and expenses not relating to the investments generating the relevant proceeds. Certain information contained herein relating to the Fund’s targets, intentions, or expectations, including with respect to the size and type of individual Investments, is subject to change and no assurance can be given that such targets, intentions, or expectations will be met. Targeted returns referred to in this Document are hypothetical in nature and are referred to for illustrative informational purposes only. Such targeted returns are not intended to forecast or predict future events, but rather to indicate the returns that the Fund expects to seek to achieve on its overall portfolio of Investments. Targeted returns have been determined on the basis of estimates and assumptions about performance believed to be reasonable in light of current market conditions, the investment experience of the Manager (as defined herein) and its views on future market conditions. In evaluating potential returns of an Investment, the Manager and its affiliates will consider a number of factors, including, for example, projected cash flows, availability of financing, projected future valuations of target assets, other relevant market dynamics (including of interest rate and currency markets), anticipated contingencies, and regulatory issues. Actual results and events may, however, differ materially from the assumptions underlying such analysis. Such returns are subject to significant economic, market, and other uncertainties that may adversely affect the performance of the Fund or its individual Investments, including those discussed in Section 10: Risk Considerations. Individual Investments may be acquired that have an anticipated internal rate of return below or above the Fund’s targeted return. Such targets are neither guarantees nor predictions or projections of the Fund’s future performance, and are not to be relied upon as such. There can be no assurance that the Fund will achieve such returns or that Investors will receive a return of capital. The Fund’s target returns may change over time and may go down as well as up. The timing of the realisation of an asset (which may be required, for example, at the end of the life of the Fund) may materially impact the returns generated by such Investment. The Past Performance Information and Forward-Looking Information contained in this Document, whether relating to historical, pro forma or other financial or statistical information or data, was prepared by Bayakha. This was not necessarily done with a view towards public disclosure, compliance or conformity with the published guidelines of the Securities and Exchange Commission, the Institute of Certified Public Accountants or with Generally Accepted Accounting Principles. The Fund will not be a registered “collective investment scheme” under the Collective Investment Scheme Control Act, 2002, and nothing in this Document should be construed as constituting an offering to “members of the public” or an opportunity to invest in a collective investment scheme in South Africa. The Manager has been authorised to render financial services to the Fund under the Financial Advisory and Intermediary Services Act, 2003.


NOTICE TO RESIDENTS OF THE UNITED STATES OF AMERICA

Interests in the Fund have not been and will not be registered under the United States Securities Act of 1933 (“Securities Act"), the Investment Company Act of 1940 or the securities laws of any state of the United States. Interests may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA

For the purposes of the Alternative Investment Managers Directive (the “Directive”), the Fund will constitute a non-EEA AIF whose AIFM is Bayakha Investment Partners Proprietary Limited, itself a non-EEA AIFM. Each Member State of the European Economic Area is adopting or has adopted legislation implementing the Directive into national law. Under the Directive, marketing to any investor domiciled or with a registered office in the European Economic Area will be restricted by such laws and no such marketing shall take place except as permitted by such laws. Prior to implementation of the Directive into national law, interests in the Fund may only be offered and issued in accordance with applicable laws in relevant member states. Potential Investors should ensure they are able to subscribe for an Interest in the Fund in accordance with those laws.

ELIGIBLE INVESTORS

Interests in the Fund are only available for purchase by professional investors, being investors that are considered to be a professional client or may, on request, be treated as a professional client, within the meaning of Annex II to Directive 2004/39/EC (MiFID). This Document is not available for general distribution in, from or into the United Kingdom because the Fund is an unregulated collective investment scheme whose promotion is restricted by Section 21 of the UK Financial Services and Markets Act 2000. When distributed in, from or into the United Kingdom this Document is only intended for investment professionals, high net worth companies, partnerships, associations or trusts and investment personnel of any of the foregoing, certified sophisticated investors, and self-certified sophisticated investors (each within the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005), persons outside the European Economic Area receiving it electronically, persons outside the United Kingdom receiving it non-electronically and any other persons to whom it may be communicated lawfully. No other person should act or rely on it. Persons distributing this Document in, from or into the United Kingdom must satisfy themselves that it is lawful to do so. As used in this Document, “Rand” and “ZAR” refer in all cases to South African Rand, “US Dollars” and “D” and “USD” refer in all cases to United States Dollars and "Pound" and "GBP" refer in all cases to British Pounds.

Private Placement Memorandum Executive Summary

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