Geiger Counter Limited – Prospectus dated 19 November 2024 – Admission to the London Main Market
22 November 2024
Geiger Counter Limited – Prospectus dated 19 November 2024 – Admission to the London Main Market
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1. Accessing the Website
No unauthorised person should attempt to gain access to any restricted area of the Website. We disclaim all liability for any loss a user may suffer from access to the Website by an unauthorised person.
2. Recipients of Communication
This Website is established by CQS (UK) LLP trading as New City Investment Managers (“NCIM”, “we” or “us”) for and on behalf of various investment entities (the “Funds”) and is not directed to any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) we would become subject to licence or registration regulations of the jurisdiction, or the publication or availability of the Website is prohibited. Persons in respect of whom such prohibitions apply must not access this Website.
3. Risk Considerations
Past performance of the Funds and investments described herein cannot be relied upon as a guide to future performance. No representation or warranty, express or implied, is made regarding future performance. Opinions and/or estimates reflect a judgement at the original date of publication and are subject to change without notice. The price, value and income from any of the investments mentioned in this Website may fall as well as rise and we cannot guarantee that any capital invested will maintain or increase in value.
Users of this Website should seek independent financial advice prior to making any investment decision and no information herein shall constitute general or specific investment, legal, tax or accounting advice of any kind.
4. Calculation of Performance Information
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6. Stock exchange prices and exchange rates
The prices/values shown on this Website in relation to different underlying securities for a listed Fund (if any) are based on the prices notified to the Fund as the last sale price of the relevant securities on the stock exchange on which they are traded (delayed up to 20 minutes) as at the time and date shown. Neither the Funds nor NCIM have verified any of the stock exchange or other information contained on this Website and it should be verified separately before relying on it. Prices and values shown on the Website may vary throughout the course of, and between, stock exchange trading days, market trading times and business days in general.
7. No Offer or Advice
Neither the information posted on, nor any opinions contained within pages of, this Website constitutes a public offer under any applicable legislation or an offer or solicitation or recommendation to buy or sell any securities or financial instruments, to effect any transactions, or to conclude any legal act of any kind whatsoever. If the information and opinions contained in this Website would be categorised as constituting a public offer under the legislation of the jurisdiction from which you wish to access the Website, you must not access the Website.
The information included in this Website has been prepared for information purposes and does not constitute any financial, investment, legal, tax or other advice or recommendation with respect to any securities or other financial instruments referred to herein, it is not tailored for any particular investor, and does not otherwise constitute, and may not be construed as, individual investment advice. You should obtain relevant and specific professional advice before making any investment decision.
8. General Selling Restrictions
The Fund’s shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or any other applicable law of the United States. The Funds have not been registered under the US Investment Company Act of 1940, as amended. Shares in the Funds may not be offered, sold, transferred, distributed or otherwise delivered directly or indirectly in the United States or to or for the account of any US Person (as defined in Regulation S under the US Securities Act). Subject to certain exceptions, the securities referred to herein and on the pages that follow may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in Australia, Canada, or Japan or to any resident or citizen of Australia, Canada, or Japan. The offer and sale of the securities referred to herein and on the pages that follow have not been and will not be registered under the applicable securities laws of Australia, Canada, or Japan.
9. Important Information for Investors in Switzerland
Persons who access information in this Website agree to the following terms and conditions. Any special agreements with respect to individual services or products shall be complementary to these terms and conditions, although in the event of any conflict, the provisions contained in any such special agreement shall prevail.
The Funds mentioned on this Website have not been registered with the Swiss Financial Market Supervisory Authority FINMA as foreign collective investment schemes pursuant to Article 120 of the Swiss Collective Investment Schemes Act (“CISA”). Accordingly, the interests in the Funds may not be publicly offered in or from Switzerland, and no offering or marketing materials relating to the interests in the Funds may be made available through a public offering in or from Switzerland. The interests in the Funds may only be offered and any offering or marketing materials may only be distributed, or otherwise made available, in or from Switzerland by way of private placements exclusively to qualified investors as such term is defined in the CISA and its implementing rules and regulations.
Neither the contents of this Website, nor any offering or marketing materials relating to the interests in the Funds have been or will be filed with, or approved by, any Swiss regulatory authority. The investor protection afforded to investors of interests in collective investment schemes under the CISA does not extend to acquirers of interests in the Funds.
This Website does not represent a prospectus as defined in Article 652a or 1156 of the Swiss Code of Obligations.
10. Important Information for Investors in the UK
In the UK, this Website is directed only at persons who (i) have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”), (ii) are high net worth companies, unincorporated associations, etc. within Article 49 FPO or (iii) are persons to whom it otherwise lawfully may be communicated.
All persons who fall within the above categories are deemed “Relevant Persons”. Any investment or investment activity to which this Website relates is available only to, and will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Website or any of its content.
11. Important Information for Investors in the European Economic Area
In the European Economic Area, the information on this Website is not to be issued or distributed to, nor directed at, persons other than “Qualified Investors” within the meaning of Article 3(2)(a) of Directive 2003/71/EC (the “Prospectus Directive”). The information contained on this Website must not be accessed by, acted on, or relied on by persons in the European Economic Area who are not Qualified Investors. Within the European Economic Area, any investment or investment activity to which the information on this Website relates is only available to Qualified Investors and will be engaged in only with Qualified Investors.
12. Important Information for Investors in Hong Kong
In Hong Kong, this Website is directed only at persons who qualify as “professional investors” as defined in the Securities and Futures Ordinance (the “SFO”) and the Securities and Futures (Professional Investor) Rules made under the SFO.
The information contained in this Website does not constitute an “offer to the public” within the meaning of the Hong Kong Companies Ordinance, and is not an advertisement, invitation or document relating to any securities or collective investment schemes or any other investment under the SFO. None of the funds and/or products described in this Website have been authorised by any regulatory authority in Hong Kong. Any investment or investment activity to which this Website relates is available only to, and will be engaged in only with, professional investors. Any person who is not a professional investor should not act or rely on this Website or any of its content.
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14. Hyperlinks
This Website may provide addresses or hyperlinks which lead you out of the Website. Except to the extent to which the Website refers to our own website material, we have not reviewed any such websites which link to this Website or to which this Website links, and are not responsible for the content of any other websites or pages linked to or linking from this Website. Such addresses or hyperlinks are provided solely for your convenience and information and are completely beyond our control. Accessing such websites or following such links to any other websites or pages shall be at your own risk. We do not assume any responsibility for the accuracy, completeness or legality of the contents of such websites, or for any offers or services contained therein.
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16. Data Protection
We may collect certain personal information about you such as your name, address, telephone number, email address details and other information that you submit to us on this Website, including in connection with our customer registration procedures. We use this information to ensure compliance with our regulatory obligations and for our own internal purposeslegitimate business interests.
Please note that by submitting personal information and agreeing to these terms and conditions you are consenting to such information being processed for the purposes referred to above. You also agree that we have the right to use and store such data on our internal systems and to transfer it to our associated entities, whether inside or outside the European Union, for the purpose of providing services to you.
You should also be aware that the level of protection in relation to the processing of personal data may not be the same in countries outside the European Union as in those within the European Union. If you have any questions on our use of your information, please contact us.
17. Jurisdiction
Use of this Website shall be governed in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of your use of this Website.
18. Changes to the Website
The information on this Website, including these terms and conditions, are subject to change without notice. We have the right to suspend or withdraw the provision of all or any of the information on the Website without prior notice at any time. You agree to review these terms of use regularly and your continued use of the Website will mean you agree to any changes.
19. Severability of Provisions
Any provision of these terms of use that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these terms of use nor affect the validity or enforceability of that provision in another jurisdiction.
20. Indemnity
You shall be liable to us for any loss, liability or cost we suffer as a result of your use of the Website or any breach of these terms. You agree to indemnify, defend and hold harmless us and our agents, employees and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including properly incurred legal fees) that arise from or relate to: (a) your use of the Website; (b) your breach of these terms; or (c) your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights.
CQS (UK) LLP (FRN 400496) is authorised and regulated by the Financial Conduct Authority.
Please refer here for CQS (UK) LLP Regulatory Disclosures.
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