This website is not intended to offer or to promote the offer or sale of the securities of Chenavari Capital Solutions Limited (the “Company”) in the United States or to US persons (“US Persons”) as defined in Regulation S under the US Securities Act of 1933 (the “Securities Act”).

Access to the information contained in this website is restricted under applicable securities laws of 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 of the Company mentioned in this website (the “Securities”) will not be entitled to the benefits of the Investment Company Act.

The Shares may only be offered, sold, transferred, assigned or otherwise disposed of in compliance with an exemption from the registration requirements of the U.S. Securities Act and under circumstances which (a) will not require the Company to register under the U.S. Investment Company Act; and (b) will not result in the assets of the Company constituting “plan assets” within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that are subject to Part 4 of Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”). Certificated shares will bear a legend to the above effect, and transferees of certificated shares may be required to produce such
certifications as the Company requires to ensure compliance with the above. Any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to compulsory and automatic transfer provisions as provided in the Company’s articles of association whereby the transferee may be required to transfer its Shares or, in the event that a transfer of Shares may result in the assets of the Company constituting “plan assets” under ERISA, such Shares may automatically be transferred into a charitable trust upon which transfer the transferor would lose its rights to the Shares in favour of a right to certain consideration.

 

No public offering of the Securities is being made in the United States. The information contained in this website, therefore, is generally not available to US Persons or persons in the United States.

With regard to US Persons or persons in the United States, access to this website is restricted solely to those who (a) are both “Qualified Institutional Buyers” as defined in Rule 144A under the Securities Act and “Qualified Purchasers” as defined in Section 2(a)(51) and related rules of the Investment Company Act and (b) own shares of the Company.

Please tick each box below as applicable to indicate your confirmation before clicking on the “Confirm” button below to proceed.

I hereby certify and warrant that:

(a)

I am a “Qualified Institutional Buyer” as defined in Rule 144A under the Securities Act; and

I am a “Qualified Purchaser” as defined in Section 2(a)(51) and related rules of the Investment Company Act.

 

You are a “Qualified Purchaser” if you are:

(i) a natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under Section 3(c)(7) of the US Investment Company Act with that person’s Qualified Purchaser spouse) who owns not less than $5,000,000 in investments, as defined by the US Securities and Exchange Commission;

(ii) a company that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organisations, or trusts established by or for the benefit of such persons;

(iii) a trust that is not covered by clause (ii) above and that was not formed for the specific purpose of acquiring the securities of the Company, as to which the trustee or other person authorised to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (i), (ii) or (iv) hereto; or

(iv) a person, acting for your own account or the accounts of other Qualified Purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments.

You are not a “Qualified Purchaser” if you are a company that, but for the exceptions provided for in paragraph (1) or (7) of Section 3(c) of the Investment Company Act, would be an investment company (hereafter in this paragraph referred to as an “excepted investment company”), unless all beneficial owners of your outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A) of the Investment Company Act, that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as “pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) of any excepted investment company that, directly or indirectly, owns any of your outstanding securities, have consented to your treatment as a Qualified Purchaser. Unanimous consent of all trustees, directors, or general partners of a company or trust referred to in clause (ii) or (iii) above shall constitute consent for purposes of this paragraph.

AND

(b)

I am a shareholder in the Company.

OR

(c)

I am unable to provide both of the confirmations (a) and (b) above.