Country Disclosures
Select Your Jurisdiction
Please select your jurisdiction from the drop-down menu below. The selected jurisdiction should correspond with the domicile of the prospective end-investor that is expected to purchase interests or shares in the respective Golub Capital managed vehicle. Please reach out to Investor Communications at [email protected] if you have any questions.
Select jurisdiction:
Abu Dhabi General Market (ADGM) Investors:
This document relates to a Fund or Company (as applicable) that is not subject to any form of regulation or approval by the Financial Services Regulatory Authority (“FSRA”) of the ADGM.
The FSRA accepts no responsibility for reviewing or verifying any document in connection with this Fund or Company Accordingly, the FSRA has not approved this document or any other associated documents nor taken any steps to verify the information set out in this document and has no responsibility for it.
The securities described herein to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers should conduct their own due diligence on the securities described herein.
If you do not understand the contents of this document you should consult an authorised financial adviser.
This document is intended for distribution only to Professional Clients as defined in the ADGM Financial Services and Markets Regulations 2015 and the FSRA Conduct of Business Rulebook (“COBS”). None of the securities described herein are offered to retail clients (as defined in COBS).
This document must not be delivered to, or relied on by, any type of person other than a professional client. This document is for the exclusive use of the persons to whom it is addressed and in connection with the subject matter contained therein.
For Argentina Investors:
For Australia Investors:
GC Advisors is exempt from the requirement to hold an Australian financial services license under the Corporations Act 2001 (Cth) (the “Corporations Act”)(as a result operation of ASIC Instrument 23-0265 in respect of the financial services it provides to wholesale clients (as defined in section 761G or s761GA of the Corporations Act and applicable regulations) in Australia and is regulated by the US Securities and Exchange Commission under US laws which differ from Australian laws.
The Fund or Company (as applicable) is not a registered managed investment scheme within the meaning of Chapter 5C of the Corporations Act. This document is not a prospectus or product disclosure statement under the Corporations Act. Accordingly, interests in the Fund or Company may not be offered, issued, sold or distributed in Australia other than by way of or pursuant to an offer or invitation that does not need disclosure to investors either under Part 7.9 or Part 6D.2 of the Corporations Act, whether by reason of the investor being a wholesale client (as defined above) or professional or sophisticated investor (as defined in s708 of the Corporations Act) or otherwise. Accordingly, this document is provided to prospective investors and, by receiving it, each prospective investor is deemed to represent and warrant that it is a “wholesale client”, and a person whose ordinary business is to buy or sell shares, debentures, or interests in managed investment schemes, as principal or agent.
The information in this document has been prepared for information purposes and sets out information relating to the offer of interests. It does not take into account any investor’s objectives, financial situation or needs. Prospective investors in Australia should, before acting on the information in this document, consider its appropriateness having regard to their objectives, financial situation and needs and confer with their professional advisors if in any doubt about their position. Interests in the fund or Company subscribed for by investors in Australia must not be offered for resale in Australia for 12 months from allotment except in circumstances where the transfer is to a professional or sophisticated investor and a wholesale client.
Nothing in this document constitutes an offer of Interests or financial product advice to a “retail client” (as defined in section 761G of the Corporations Act and applicable regulations).
The issuer of this document is not licensed in Australia to provide financial product advice including in relation to the Fund or Company. Note that as all Australian investors must be wholesale clients, no cooling off rights are available.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For The Kingdom of Bahrain Investors:
The Central Bank of Bahrain, the Bahrain Bourse and the Ministry of Industry, Commerce and Tourism of the Kingdom of Bahrain take no responsibility for the accuracy of the statements and information contained in this document or the performance of the, Fund or Company (as applicable) nor shall they have any liability to any person, investor or otherwise for any loss or damage resulting from reliance on any statements or information contained herein. This document is only intended for accredited investors as defined by the Central Bank of Bahrain. We have not made and will not make any invitation to the public in the Kingdom of Bahrain to subscribe to the securities described herein and this document will not be issued, passed to, or made available to the public generally. The Central Bank of Bahrain has not reviewed, nor has it approved, this document or the marketing thereof in the Kingdom of Bahrain. The Central Bank of Bahrain is not responsible for the performance of the Fund or Company.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For Bermuda Investors:
This document and the information contained herein does not constitute and is not intended to constitute an offer or invitation to the public in Bermuda to subscribe for the securities described herein and accordingly should not be construed as such. Securities may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003, the Exchange Control Act 1972, the Exchange Control Regulations 1973 and the Companies Act 1981 which regulate the sale of securities in Bermuda.
This document is not subject to and has not received approval from either the Bermuda Monetary Authority (BMA) or the Registrar of Companies in Bermuda (ROC) and no statement to the contrary, explicit or implicit, is authorized to be made in this regard. Neither the BMA nor the ROC or any other regulatory body in Bermuda has reviewed this document and accepts no responsibility for the financial soundness of any proposal or for the correctness of any of the statements made or opinions expressed herein. Any representation to the contrary is a criminal offence. A copy of this document has not been delivered to the BMA or ROC.
Overseas investment funds (i.e. investment funds incorporated or established in a jurisdiction outside of Bermuda) that are managed or carrying on promotion in or from within Bermuda are required to become designated as ‘Overseas Funds’ under the Investment Funds Act 2006 by the BMA. Promotion means the following activities: (i) advertising, issuing an offering document, application form or proposal form and stating the method of issue; and (ii) circulating or making available promotional material, including describing the general nature of the material and the person to whom, and the manner in which, it is circulated or made available. The Fund or Company (as applicable) is not managed or carrying on promotion in or from within Bermuda and, as such, is not required to and has not been designated as an Overseas Fund under the Investment Funds Act 2006. AS SUCH, THE FUND OR COMPANY IS NEITHER SUPERVISED NOR REGULATED BY THE BMA.
For Brazil Investors:
These securities described herein may not be offered or sold to the public in Brazil. Accordingly, the offering of the securities described herein has not been nor will be submitted to the Brazilian Securities Commission – CVM for approval. Documents relating to such offering, as well as the information contained herein and therein may not be supplied to the public, as a public offering in Brazil or be used in connection with any offer for subscription or sale to the public in Brazil.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For Canadian Investors:
This document constitutes an offering of the securities described herein only in those jurisdictions and to those persons to whom they may be lawfully offered for sale, and therein only by persons permitted to sell such securities. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of the securities described herein in Canada. No securities commission or similar authority in Canada has reviewed or in any way passed upon this document or the merits of the securities described herein, and any representation to the contrary is an offence.
For Cayman Investors:
Para Inversionistas Chilenos:
Fecha de inicio de la oferta: la del presente documento. La presente oferta se acoge a la Norma de Carácter General N° 336 de la Comisión para el Mercado Financiero (CMF) de Chile. La presente oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la Comisión para el Mercado Financiero, por lo que los valores sobre los cuales ésta versa, no están sujetos a su fiscalización. Que por tratarse de valores no inscritos, no existe la obligación por parte del emisor de entregar en Chile información pública respecto de estos valores. Estos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el Registro de Valores correspondiente.
English Translation:
The date of commencement of the offering is that of this document. This offer is made pursuant to Rule 336 issued by the Comisión para el Mercado Financiero of Chile. This offer deals with securities that are not registered in the Securities Registry nor in the Foreign Securities Registry kept by the CMF, and, that are, therefore, not subject to the supervision of the CMF. Given that the securities are not registered, there is no obligation for the issuer to disclose in Chile public information about said securities. The securities may not be publicly offered as long as they are not registered in the corresponding Securities Registry.
For China Investors:
No invitation to offer, or offer for, or sale of, the securities described herein will be made in the People’s Republic of China (“PRC”) (which, for such purposes, does not include the Hong Kong or Macau Special Administrative Regions or Taiwan) or by any means that would be deemed public under the laws of the PRC. The information relating to the securities described herein contained in the document has not been submitted to or approved by the China Securities Regulatory Commission or any other relevant governmental authority in the PRC. The securities described herein may only be offered or sold to investors in the PRC that are expressly authorized under the laws and regulations of the PRC to buy and sell securities denominated in a currency other than the Renminbi (or RMB), which is the official currency of the PRC. Potential investors who are resident in the PRC are responsible for obtaining the required approvals from all relevant government authorities in the PRC, including, but not limited to, the State Administration of Foreign Exchange, before purchasing the securities described herein. This document further does not constitute any securities or investment advice to citizens of the PRC, or nationals with permanent residence in the PRC, or to any corporation, partnership, or other entity incorporated or established in the PRC.
For Colombia Investors:
This document and the information contained herein does not constitute and is not intended to constitute an offer of securities and accordingly should not be construed as such. The Fund or Company (as applicable) and any other products or services referenced in this document may not be promoted or marketed in Colombia or to Colombian residents unless such promotion and marketing is made in compliance with Decree 2555 of 2010 and other applicable rules and regulations related to the promotion of foreign financial and/or securities related products or services in Colombia. Unless otherwise indicated, no regulator or government authority has reviewed this document or the merits of the products and services referenced herein. This document and the information contained herein has been made available in accordance with the restrictions and/or limitations implemented by any applicable laws and regulations. This document is directed at and intended for institutional investors (as such term is defined in each jurisdiction in which the Fund or Company is marketed). This document is provided on a confidential basis for informational purposes only and may not be reproduced in any form. Before acting on any information in this document, prospective investors should inform themselves of and observe all applicable laws, rules and regulations of any relevant jurisdictions and obtain independent advice if required. This document is for the use of the named addressee only and should not be given, forwarded or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof).
For Costa Rica Investors:
Any offer of securities described herein will occur outside of Costa Rica and will not be registered before the General Superintendence of Securities (“SUGEVAL”). The addressee acknowledges that it has approached the seller of the securities described herein on a Reverse Enquiry basis and subjects itself to the laws of the jurisdiction of the issuer. This document is confidential and is not to be reproduced or distributed to third parties as this is NOT a public offering of securities in Costa Rica. Any private offering that exceeds the amount of one million US dollars ($1,000,000.00 USD) must be accredited before SUGEVAL, pursuant to article 8bis of the Regulations on the Public Offering of Securities (Reglamento sobre Oferta Pública de Valores). The securities described herein being offered is not intended for the Costa Rican public or market and neither is registered or will be registered before the SUGEVAL, nor can be traded in the secondary market in Costa Rica.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For Czech Republic Investors:
The Company or Fund (as applicable) are not registered for marketing in the Czech Republic. Golub Capital has not offered or placed and will not offer or place or sell, directly or indirectly, units/shares to professional investors as defined in Section 2a and Section 2b of the CMA and qualified fund investors as defined in Section 272(1) of the ICIFA in the Czech Republic, unless the securities become registered in the Czech Republic.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For The Dubai International Financial Centre Investors:
This document relates to a Fund or Company (as applicable) which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (“DFSA”).
This document is intended for distribution only to persons of a type specified in the DFSA’s Rules (i.e. “Professional Clients”) and, therefore, must not be delivered to, or relied on by, any other type of person. This document is for the exclusive use of the persons to whom it is addressed and in connection with the subject matter contained therein.
The DFSA has no responsibility for reviewing or verifying any document or other documents in connection with this Fund or Company (as applicable). Accordingly, the DFSA has not approved this document or any other associated documents nor taken any steps to verify the information set out in this document, and has no responsibility for it.
The securities described herein to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers should conduct their own due diligence on the securities described herein.
If you do not understand the contents of this document you should consult an authorized financial adviser.
For Ecuadorian Investors:
This presentation and the information contained herein does not constitute and is not intended to constitute an offer of securities and accordingly should not be construed as such. The Company or the Fund (as applicable) and any other products or services referenced in this presentation may not be licensed in all jurisdictions, and unless otherwise indicated, no regulator or government authority has reviewed this document or the merits of the products and services referenced herein. This presentation and the information contained herein has been made available in accordance with the restrictions and/or limitations implemented by any applicable laws and regulations. This presentation relates to a foreign Fund or Company which is not subject to any form of local regulation by the Ecuadorian authorities. Ecuadorian authorities and entities are not responsible for reviewing or verifying any presentation or other documents in connection with this Fund or Company and have not approved this presentation or any other associated documents nor taken any steps to verify the information set out herein and has no responsibility for it. This presentation is provided on a confidential basis for informational purposes only and may not be reproduced in any form. Before acting on any information in this presentation, prospective investors should inform themselves of and observe all applicable laws, rules and regulations of any relevant jurisdictions.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For Egypt Investors:
This document does not constitute a public offer of securities in Egypt and is not intended to be a public offer. We, Golub Capital, hereby certify that we are not licensed to market products including funds in Egypt.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For Greece Investors:
The document is being provided to you at your request as a general explanation of the fund or company (as applicable) and is not intended to constitute or form part of an offer to sell or an invitation or solicitation of an offer to sell the securities described therein to any other person than you or to the public. The distribution of this document and the offering of securities to the public in Greece is restricted. It is the responsibility of any recipient of this document to confirm and observe all applicable laws and regulations. This document does not constitute an offer or solicitation to any person in Greece in which such offer or solicitation is not authorized or to any person to whom it would be unlawful to make such offer or solicitation. You are reminded that the document has been delivered to you upon your request and on the basis that you are a person into whose possession the document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver the document to any other person.
Neither the securities prospectus in respect of the fund or company has been, or is intended to be, registered with and approved by the Hellenic Capital Market Commission. The securities are therefore not eligible for advertising, placement or public offering in Greece in any way that would constitute a public offer in the terms of Regulation 2017/1129, as currently applicable, (the “Prospectus Regulation”) and Greek Law 4706/2020 supplementing the provisions of the Prospectus Regulation. Nothing in this transmission constitutes a public offer of securities for sale in Greece. This document is not to be distributed or reproduced, in whole or in part, Greece or abroad by the recipients of this document.
This document may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever, and in particular, may not be transmitted into or distributed to residents of Greece or within Greece. The content of this document is not to be construed as a recommendation or advice to any prospective investor in relation to the subscription, purchase, holding or disposition of these securities. Prospective investors are therefore urged to consult their professional advisors before investing in the securities of the Golub Capital.
For Guatemala Investors:
This document and any accompanying information (the “Materials”) are intended solely for informational purposes and do not constitute (and should not be interpreted to constitute) the offering, selling, or conducting of business with respect to such securities, products or services in Guatemala of the addressee or the conducting of any brokerage, banking or other similarly regulated activities in Guatemala. Neither the Fund or Company (as applicable), nor the securities, products and services described herein, are registered (or intended to be registered) in Guatemala. Furthermore, neither the Fund or Company, nor the securities, products, services or activities described herein, are regulated or supervised by any governmental or similar authority in Guatemala. The Materials are private, confidential and are sent by the Fund or Company only for the exclusive use of the addressee. The Materials must not be publicly distributed and any use of the Materials by anyone other than the addressee is not authorized. The addressee is required to comply with all applicable laws in Guatemala, including, without limitation, tax laws and exchange control regulations, if any.
For Guernsey Investors:
This material has not been approved or authorized by the Guernsey Financial Services Commission (The “Commission”) or the States of Guernsey nor has it been delivered to the Commission pursuant to the Prospectus Rules and Guidance, 2021 issued under the protection of investors (Bailiwick of Guernsey) Law, 2020 (The “POI Law’) and therefore this material may not be circulated by way of public offer in the Bailiwick of Guernsey. This material may only be distributed or circulated directly or indirectly in or from within the Bailiwick of Guernsey (I) by persons licensed to do so by the Commission under the POI Law or (II) to persons licensed under the POI Law, the Banking Supervision (Bailiwick or Guernsey) Law, 2020, The Insurance Business (Bailiwick of Guernsey) Law, 2002, The Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2022 (as amended) or The Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2020.
For Honduras Investors:
For Hong Kong Investors:
Warning – The contents of this document have not been reviewed nor endorsed by any regulatory authority in Hong Kong. Hong Kong residents are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.
The Fund or Company (as applicable) is not authorised by the Securities and Futures Commission (“SFC”) in Hong Kong pursuant to Section 104 of the Securities and Futures Ordinance (“SFO”). This document has not been approved by the SFC in Hong Kong, nor has a copy of it been registered with the Registrar of Companies in Hong Kong. Accordingly:
1. The securities described herein may not be offered or sold in Hong Kong by means of this document or any other document other than to “professional investors” within the meaning of Part I of Schedule 1 to the SFO and any rules made under the SFO, or in other circumstances which do not result in the document being a “prospectus” as defined in the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) (“CWUMPO”) or which do not constitute an offer or invitation to the public for the purposes of the CWUMPO or the SFO; and
2. no person shall issue or possess for the purpose of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the securities described herein which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so in 1. above or under the laws of Hong Kong) other than with respect to the securities described herein which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors”.
This document is distributed on a confidential basis and may not be reproduced in any form or transmitted to any person other than the person to whom it is addressed. No securities will be issued to any person other than the person to whom this document has been addressed and no person other than such addressee may treat the same as constituting an invitation for him to invest.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For India Investors:
The Interests offered have not been registered with the Securities and Exchange Board of India (“SEBI”) or any other regulatory or governmental authority in India and no such authority has confirmed the accuracy or determined the adequacy of this document.
This document does not constitute an offer to sell or a solicitation of an offer to buy the interests from any person other than the Fund or Golub Capital and subscription of the interests shall not be accepted from a person to whom this document has not been addressed or sent by the Fund or Golub Capital. This document is not and should not be considered as a prospectus. The interests are not being offered for sale or subscription but are being privately placed with a limited number of investors. Prospective investors must seek legal advice as to whether they are entitled to subscribe for or purchase the interests being offered and comply with all relevant Indian laws in this respect. Any offer or its acceptance is subject to compliance in India with applicable Indian law. None of the Fund or Golub Capital, their officers, employees [or affiliates] are expected to be registered with any regulatory or governmental authority in India in respect to their respective roles or functions in relation to the Fund.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For Israeli Investors:
Capitalized terms that are used in the following paragraphs and are not otherwise defined herein, shall have the meaning ascribed to them under the Regulation of Investment Advice, of Investment Marketing, and of Portfolio Management Law, 1995 (the “Investment Advice Law”).
This document, as well as investment in the Fund or Company (as applicable) described herein, is directed at and intended for Investors that fall within at least one category in each of: (1) the First Schedule of the Israeli Securities Law, 1968 (“Sophisticated Investors”); and (2) the First Schedule of the Investment Advice Law (“Qualified Clients”).
No action has been taken or will be taken in Israel that would permit the public offering of the Fund (or Company), or distribution of materials that relate to investment therein to the public in Israel. Neither this document, nor any other document that relates to the Fund or Company, has been approved by the Israel Securities Authority.
It is hereby noted that with respect to Qualified Clients, Golub Capital is not obliged to comply with the following requirements of the Investment Advice Law: (1) ensuring the compatibility of service to the needs of client; (2) engaging in a written agreement with the client, the content of which is as described in section 13 of the Investment Advice Law; (3) providing the client with appropriate disclosure regarding all matters that are material to a proposed transaction or to the advice given; (4) a prohibition on preferring certain Securities or other Financial Assets; (5) providing disclosure about “extraordinary risks” entailed in a transaction (and obtaining the client’s approval of such transactions, if applicable); (6) a prohibition on making Portfolio Management fees conditional upon profits or number of transactions; (7) maintaining records of advisory/discretionary actions.
By receiving this document you hereby declare that you are a Sophisticated Investor and a Qualified Client, that you are aware of the implications of being considered a Sophisticated Investor and a Qualified Client (including the implications mentioned in the above paragraph), and consent thereto. Any Investor which is either: (1) not a Sophisticated Investor; or (2) not a Qualified Client – must immediately return this document to Golub Capital. This document is for the use of the named addressee only and should not be given, forwarded or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof). In any case, the Fund (or Company) shall not be offered or sold to any investor in Israel which is not a Sophisticated Investor.
This document is not intended to serve, and should not be treated as Investment Advice or Investment Marketing. Accordingly, the content of this document does not replace and should not serve as substitution for Investment Marketing or Investment Advising that take into account the special characteristics and needs of each investor. Golub Capital is Affiliated with the Fund or Company, has a personal interest in the sale of the Fund or Company and might prefer the Fund (or Company) over other Financial Assets. Golub Capital does not hold a license in Israel or have insurance as required in Israel to conduct Investment Advice or Investment Marketing in Israel under the Investment Advice Law.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
Important Information for Japan Investors:
This Presentation and the information contained herein does not constitute and is not intended to constitute an offer or invitation to an offer of financial instruments and accordingly should not be construed as such. Any products or services referenced in this Presentation may not be licensed or registered in all jurisdictions, including Japan, and unless otherwise indicated, no regulator or government authority has reviewed and/or approved this document or the merits of the products and services referenced herein. This Presentation and the information contained herein have been made available in accordance with the restrictions and/or limitations implemented by any applicable laws and regulations, including under the laws and regulations of Japan. This Presentation is directed at and intended for Qualified Institutional Investors (as defined under the laws of Japan) only. This Presentation is provided on a confidential basis for informational purposes only and may not be reproduced in any form. Before acting on any information in this Presentation, prospective investors should inform themselves of and observe all applicable laws, rules and regulations of any relevant jurisdictions, including Japan, and obtain independent advice if required. This Presentation is for the use of the named addressee only and should not be given, forwarded or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof). This Presentation does not contain any legal or tax advice and should not be construed as such. For any legal- or tax-related questions the prospective investor should consult his/her/its own legal and/or tax consultant.
Important Information for Japan Financial Professionals:
This document and the information contained herein does not constitute and is not intended to constitute an offer or invitation to an offer of financial instruments and accordingly should not be construed as such. Any products or services referenced in this document may not be licensed or registered in all jurisdictions, including Japan, and unless otherwise indicated, no regulator or government authority has reviewed and/or approved this document or the merits of the products and services referenced herein. This document and the information contained herein have been made available in accordance with the restrictions and/or limitations implemented by any applicable laws and regulations, including under the laws and regulations of Japan. This document is for Financial Instruments Business Operators (as defined under the laws of Japan) and/or other financial professional use only. It may be forwarded only to Qualified Institutional Investors (as defined under the laws of Japan) at the full responsibility of such financial professional for ensuring compliance with applicable securities laws in connection with its distribution.
This document is provided on a confidential basis for informational purposes only and may not be reproduced in any form. Before acting on any information in this document, prospective investors should inform themselves of and observe all applicable laws, rules and regulations of any relevant jurisdictions, including Japan, and obtain independent advice if required. This document is for the use of the named addressee only and should not be given, forwarded or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof, or Qualified Institutional Investors under the condition above). This document does not contain any legal or tax advice and should not be construed as such. For any legal- or tax-related questions, the prospective investor should consult his/her/its own legal and/or tax consultant.
For Jersey Investors:
This document does not constitute an offer to the public in Jersey to subscribe for the securities offered hereby. Consent under the Control of Borrowing (Jersey) Order 1958 has not been obtained for the circulation of this offer and it must be distinctly understood that the Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Fund or Company (as applicable). By accepting this offer each prospective investor in Jersey represents and warrants that he or she is in possession of sufficient information to be able to make a reasonable evaluation of the offer. The offer of securities is personal to the person to whom this document is being delivered by or on behalf of the Fund or Company (as applicable), and a subscription for the securities will only be accepted from such person. The document may not be reproduced or used for any other purpose.
Notice to Residents of Jordan:
This Marketing Material is not intended to constitute an offer, issuance or solicitation to purchase or invest in Interests. The [distributor][dealer] represents and agrees that the Interests have not been and will not be issued, offered, sold, listed, promoted or advertised by it in Jordan other than in compliance with the Securities Law No. 18 of the Year 2017, as amended, and the regulations issued pursuant to it governing the issue, offering and sale of securities. Without limiting the foregoing, the [distributor][dealer] represents and agrees that the Interests have not been and will not, in any manner, whether directly or indirectly, be issued, offered, sold or promoted or advertised under circumstances which would constitute a public offer of securities under Jordanian law, including by way of offer, sale or issue to more than 30 persons in Jordan, without complying with the required approval and notification requirements provided pursuant to the Securities Law No. 18 of the Year 2017, as amended, and the regulations issued pursuant to it. This Marketing Material is strictly private and confidential, being made only to the original recipient, and must not be provided to any person other than the original recipient and may not be reproduced or used for any other purpose.
For Kazakhstan Investors:
The information in this document is intended solely for the use of the individual or entity to whom it is addressed. This document does not constitute an initial placement of, nor an offer to sell, nor a solicitation of offers to purchase, foreign securities or derivatives therefrom, in the territory of the Republic of Kazakhstan. This document in whole or in part is not an advice, recommendation or advertisement to purchase Interests to be issued by the Issuer.
For Kenya Investors:
This document is not subject to the requirements of regulation 6 (1) of the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations 2002 (“Public Offer Regulations”) and the Capital Markets (Collective Investment Scheme Regulations, 2001 issued by the Capital Markets Authority in Kenya relating to the form and content of invitations and inducements to the public to engage in investment activity, by virtue of the fact that the [document], relates to a transaction or potential transaction that falls within the definition of [a private offer set out in regulation 21 (1) of the Public Offer Regulations] [a non-public offer as set out in section 30A of the Capital Markets Act (Cap 485A of the laws of Kenya)] and the recipients of this document, acknowledge and accept that it is exempt from any requirements of disclosure under the Companies Act 2015 by virtue of section 510(2) of the Companies Act and the fact that the document relates to a potential investment by the recipient and will not, directly or indirectly, be available to any other person or legal entity. This document is not for circulation to the public in the Republic of Kenya. This document is only for limited private circulation in the Republic of Kenya and only to a limited number of companies/institutions whose ordinary business is the buying and selling of securities or to a limited number of high net worth individuals who have experience in dealing and investing in complex investments (being referred to in this paragraph as “relevant persons”). This document must not be acted on or relied on in the Republic of Kenya by persons who are not relevant persons.”
This document and the information contained herein does not constitute and is not intended to constitute an offer of securities and accordingly should not be construed as such. The fund and any other products or services referenced in this document may not be licensed or authorised to distribution in all jurisdictions, and unless otherwise indicated, no regulator or government authority has reviewed this document or the merits of the products and services referenced herein. This document and the information contained herein has been made available at your exclusive own initiative in accordance with the restrictions and/or limitations implemented by any applicable laws and regulations. This document is provided on a confidential basis for informational purposes only and may not be reproduced in any form. Before acting on any information in this document, prospective investors should inform themselves of and observe all applicable laws, rules and regulations of any relevant jurisdictions and obtain independent advice if required. This document has been sent at the specific request of and is for the use of the named addressee only and should not be given, forwarded or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof).
For Kuwait Investors:
The offering of the securities described herein have not been approved or licensed by the Kuwait Capital Markets Authority or any other relevant licensing authorities in the State of Kuwait, and accordingly does not constitute a public offer in the State of Kuwait in accordance with Law no. 7 for 2010 regarding the Establishment of the Capital Markets Authority and the Regulating Securities Activities (“CMA Law”).
This document is strictly private and confidential and is being issued to a limited number of professional investors:
(a) who meet the criteria of a Professional Client by Nature as defined in Article 2-6 of Module 8 of the Executive Regulations No. 72 of 2015 of the CMA Law;
(b) upon their request and confirmation that they understand that the securities described herein have not been approved or licensed by or registered with the Kuwait Capital Markets Authority or any other relevant licensing authorities or governmental agencies in the State of Kuwait; and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purposes whatsoever.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For Malaysia Investors:
The Fund is established in a foreign jurisdiction and is regulated by the regulator in the foreign jurisdiction. As such, the Fund is not subjected to the requirements of the Guidelines on Unit Trust Funds issued by the Securities Commission Malaysia.
The Securities Commission Malaysia has recognized the Fund and a copy of this document has been registered with the Securities Commission Malaysia.
The recognition and registration of this prospectus should not be taken to indicate that the Securities Commission Malaysia recommends the said Fund or assumes responsibility for the correctness of any statement made, opinion expressed or report contained in this document.
The Securities Commission Malaysia is not liable for any non-disclosure on the part of the management company responsible for the said Fund and takes no responsibility for the contents in this document. The Securities Commission Malaysia makes no representation on the accuracy or completeness of this document, and expressly disclaims any liability whatsoever arising from, or in reliance upon, the whole or any part of its contents.
INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IF INVESTORS ARE UNABLE TO MAKE THEIR OWN EVALUATION, THEY ARE ADVISED TO CONSULT PROFESSIONAL ADVISERS.
Investors should note that they may seek recourse under the Capital Markets and Services Act 2007 for breaches of securities law including any statement in the prospectus that is false, misleading, or from which there is a material omission; or for any misleading or deceptive act in relation to the document or the conduct of any other person in relation to the Fund.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For Mexico Investors:
The securities described herein have not been, and will not be, registered with the Mexican National Securities Registry (Registro Nacional de Valores) maintained by the Mexican National Banking Commission, (Comisión Nacional Bancaria y de Valores or the “CNBV”) and may not be publicly offered or sold in the United Mexican States. The presentation relating to the securities described herein offering may not be distributed publicly in Mexico and the securities described herein may not be traded in Mexico. The CNBV has not reviewed or approved these offering materials. This is not a public offering of securities in Mexico.
For Persons in Monaco:
Neither the Fund or Company (as applicable) nor its agents are licensed or authorized to engage in marketing activities in Monaco. The Fund or Company may not be offered or sold, directly or indirectly, to the public in Monaco other than by a Monegasque entity duly authorized by the Monegasque financial activities’ regulator (Commission de Contrôle des Activités Financières – CCAF). Consequently, this presentation may only be communicated to such entities. These regulated entities may in turn communicate this presentation to potential investors.
For Morocco Investors:
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
Notice to residents of New Zealand:
This presentation and the information contained in or accompanying this presentation are not, and are under no circumstances to be construed as, an offer of financial products for issue requiring disclosure to an investor under Part 3 of the Financial Markets Conduct Act 2013 (N.Z.) (the “Financial Markets Conduct Act (N.Z.)”).
This presentation and the information contained in or accompanying this presentation have not been registered, filed with or approved by any New Zealand regulatory authority or under or in accordance with the Financial Markets Conduct Act (N.Z.).
This presentation and the information contained in or accompanying this presentation are not a disclosure document under New Zealand law and do not contain all the information that a disclosure document is required to contain under New Zealand law.
Any offer or sale of any securities described in these materials in New Zealand will be made only:
(a) to a person who is an “investment business” within the meaning of clause 37 of Schedule 1 of the Financial Markets Conduct Act (N.Z.); or
(b) to a person who meets the investment activity criteria specified in clause 38 of Schedule 1 of the Financial Markets Conduct Act (N.Z.); or
(c) to a person who is “large” within the meaning of clause 39 of Schedule 1 of the Financial Markets Conduct Act (N.Z.); or
(d) to a person who is a “government agency” within the meaning of clause 40 of Schedule 1 of the Financial Markets Conduct Act (N.Z.);
(e) to a person who is an “eligible investor” within the meaning of clause 41 of Schedule 1 of the Financial Markets Conduct Act (N.Z); or
(f) in other circumstances where there is no contravention of the Financial Markets Conduct Act (N.Z.) (or any statutory modification or re-enactment of, or statutory substitution for, the Financial Markets Conduct Act (N.Z.)).
In subscribing for securities each investor represents and agrees that it is not acquiring those securities with a view to dealing with them (or any of them) other than where an exclusion under Part 1 of Schedule 1 of the Financial Markets Conduct Act (N.Z.) applies to such dealing and, accordingly:
(a) it has not offered or sold, and will not offer or sell, directly or indirectly, any securities; and
(b) it has not distributed and will not distribute, directly or indirectly, any offering materials or advertisement in relation to any offer of securities,
in each case in New Zealand within 12 months after the issue of securities to that investor other than to persons who meet the criteria set out in (a) to (d) above.”
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For Oman Investors:
This document does not constitute a public offer of securities in the sultanate of Oman, as contemplated by the Commercial Companies Law of Oman (Royal Decree No. 4/74) or the Capital Market Law of Oman (Royal Decree No. 80/98), or an offer to sell or the solicitation of any offer to buy securities in the Sultanate of Oman, as contemplated by the executive regulations of the capital market law (issued by Ministerial Decision No. 1/2009).
This document is strictly private and confidential. It is being provided to a limited number of sophisticated investors solely to enable them to decide whether or not to make an offer to the Fund or Company (as applicable) to enter into commitments to invest in the securities outside the sultanate of Oman, upon the terms and subject to the restrictions set out herein and may not be reproduced or used for any other purpose or provided to any person other than the original recipient.
Additionally, this document is not intended to lead to the making of any contract within the territory or under the laws of the sultanate of Oman.
The Capital Market Authority and the Central Bank of Oman take no responsibility for the accuracy of the statements and information contained in this memorandum or for the performance of the Fund or Company nor shall they have any liability to any person for damage or loss resulting from reliance on any statement or information contained herein.
For Panama Investors:
The securities described herein have not been and will not be registered with the Superintendence of the Securities Market of Panama (Superintendencia del Mercado de Valores de la República de Panamá). Accordingly, (i) the securities described herein cannot be publicly offered or sold in Panama, except in transactions exempted from registration under the securities laws of Panama, (ii) the Superintendence of the Securities Market of Panama has not reviewed the information contained in this document, (iii) the securities described herein and the offering thereof are not subject to the supervision of the Superintendence of the Securities Market of Panama, and (iv) the securities described herein do not benefit from the tax incentives provided by Panamanian securities laws and regulations.
For Peru Investors:
The Fund or Company (as applicable) and any other products or services referenced in this document may not be licensed in all jurisdictions, and unless otherwise indicated, no regulator or government authority has reviewed this document or the merits of the products and services referenced herein.
Specifically, the securities described herein will not be subject to a public offering in Peru. The securities described herein have not been and will not be approved by or registered with the Peruvian Superintendency of Capital Markets (Superintendencia del Mercado de Valores, or the “SMV”) or the Lima Stock Exchange (Bolsa de Valores de Lima). Accordingly, the securities described herein may not be offered or sold in Peru except, among others, if such offering is considered a private offer under the securities laws and regulations of Peru. The securities described herein cannot be offered or sold in Peru or in any other jurisdiction except in compliance with the securities laws thereof. In making an investment decision, institutional investors (as defined by Peruvian law) must rely on their own examination of the terms of the offering of the securities described herein to determine their ability to invest in the securities.
This document and the information contained herein has been made available in accordance with the restrictions and/or limitations implemented by any applicable laws and regulations. This document is directed at and intended for institutional investors (as such term is defined in each jurisdiction in which the Fund is marketed). This document is provided on a confidential basis for informational purposes only and may not be reproduced in any form. Before acting on any information in this document, prospective investors should inform themselves of and observe all applicable laws, rules and regulations of any relevant jurisdictions and obtain independent advice if required. This document is for the use of the named addressee only and should not be given, forwarded or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For Qatar Investors:
Prospective investors should read this document carefully before deciding whether to purchase the securities described herein and should pay attention to the information under the heading “Investment Risks.” Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Investors in the Fund or Company (as applicable) are warned that the nature of the proposed investment policies of the Fund or Company involves considerable risk which may result in investors losing their entire investment. The Fund or Company recommends that an investment in the Fund or Company should not constitute a substantial proportion of an investment portfolio and cautions that such an investment may not be appropriate for all potential investors.
This Offering is not intended to constitute an offer, sale or delivery of interests or other securities under the laws of the State of Qatar. The offer of the securities described herein has not been and will not be licensed pursuant to Law No. 8 of 2012 (“QFMA Law”) establishing the Qatar Financial Markets Authority (“QFMA”) and the regulatory regime thereunder (including in particular the QFMA Regulations issued via QFMA Board Resolution No.1 of 2008, QFMA Offering and Listing of Securities Rulebook issued via QFMA Board Resolution No. 3 of 2010 (“QFMA Securities Regulations”) and QFMA Listing of Investment Funds units Rules issued via QFMA Board Resolution No.1 of 2019 and the Qatar Exchange Rulebook of Jan 2019) or the rules and regulations of the Qatar Financial Centre (“QFC”) or any laws of the State of Qatar.
The securities described herein do not constitute a public offer of securities in the State of Qatar under the QFMA Securities Regulations or otherwise under any laws of the State of Qatar.
The securities described herein are only being offered to a limited number of investors, less than a hundred in number, who are willing and able to conduct an independent investigation of the risks involved in an investment in such securities. No transaction will be concluded in the jurisdiction of the State of Qatar (including the QFC).
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For Saudi Arabia Investors:
This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Investment Fund Regulations issued by the Capital Market Authority of the Kingdom of Saudi Arabia.
The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss or responsibility arising from, or incurred in reliance upon, any part of this document. Prospective investors of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document you should consult an authorized financial adviser.
Singapore - General:
This presentation does not constitute an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation.
The contents of this presentation are for informational purposes only, and do not constitute or form financial advice to buy the securities described herein. This presentation was prepared without regard to the specific investment objectives, financial situation or particular needs of any particular person.
For Singapore Investors:
The Fund or Company (as applicable) and the offer of the securities which are the subjects of this presentation do not relate to a collective investment scheme which is authorised by the Monetary Authority of Singapore (“MAS”) under section 286 of the Securities and Futures Act 2001 (the “SFA”) or recognised by the MAS under section 287 of the SFA.
This presentation (as well as any other presentation issued in connection with the offer or sale of the securities described herein) is not a prospectus as defined in the SFA, nor will it be lodged or registered as a prospectus with the MAS and, accordingly, statutory liability under the SFA in relation to the content of prospectuses does not apply, and potential investors should carefully consider whether an investment in the Fund or Company is suitable for them. The MAS assumes no responsibility for the contents of this presentation (nor any other presentation issued in connection with the offer or sale of the securities described herein).
The securities are being offered in Singapore strictly in accordance with section 302C of the SFA, which, among other things, imposes limitations on the number of persons to whom the offer can be made. This presentation as well as any other document in connection with the offer or sale of the securities is intended only for the person to whom the presentation or other document has been given (“the addressee”), and the securities are not being offered or sold, nor to be made the subject of an invitation for subscription or purchase, to any person in Singapore except the addressee. Accordingly, without the prior written consent of Golub Capital, this presentation as well as any document in connection with any offer or sale of the securities is not to and must not be issued, circulated or distributed in Singapore, to any other person in Singapore except the addressee.
Where the securities described herein are subscribed for or purchased, the restrictions imposed by section 302C of the SFA can affect their subsequent transferability or resale, and accordingly any subsequent transfer or resale of the securities would have to be in accordance with such restrictions. In particular, the securities described herein are not presently being offered by Golub Capital to the addressee with a view to the addressee subsequently offering them for sale to another person.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
For South Africa Investors:
Nothing in this document is intended to be investment advice or a recommendation, guidance or proposal of a financial nature in respect of any investment issued by Golub Capital or any transaction in relation thereto. Golub Capital is not a financial services provider in South Africa and nothing in this document should be construed as constituting the canvassing for, or marketing or advertising of financial services by Golub Capital in South Africa.
The Fund or Company (as applicable) 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.”
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
Notice to persons in the European Economic Area (“EEA”):
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). GC Advisors LLC is the alternative investment fund manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in a member state of the EEA (“EEA Persons”) in which marketing has been registered or authorised (as applicable) under the relevant national implementation of Article 42 of AIFMD and in such cases only to EEA Persons which are Professional Investors or any other category of person to which such marketing is permitted under the national laws of such member state. This document is not intended for, should not be relied on by and should not be construed as an offer (or any other form of marketing) to any other EEA Person. The securities described herein will not be made available to any investor (within the meaning of EU regulation EU No 1286/2014) within the EEA.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the relevant national implementation of Annex II of Directive 2014/65/EU (Markets in Financial Instruments Directive) and AIFMD.
A list of jurisdictions in which the Fund or Company has been registered or authorised (as applicable) under Article 42 of AIFMD is available from the AIFM on request.
Notice to investors in Switzerland:
The information provided herein does not constitute an offer of the Company or Fund (as applicable) in Switzerland pursuant to the Swiss Federal Law on Financial Services (“FinSA”) and its implementing ordinance. This is solely an advertisement pursuant to FinSA and its implementing ordinance for the Company or Fund.
The offer and the marketing of the securities described herein in Switzerland will be exclusively made to, and directed at, qualified investors (the “Qualified Investors”), as defined in Article 10(3) and (3ter) of the Swiss Collective Investment Schemes Act (“CISA”) and its implementing ordinance, at the exclusion of qualified investors with an opting-out pursuant to Art. 5(1) of the Swiss Federal Law on Financial Services (“FinSA”) and without any portfolio management or advisory relationship with a financial intermediary pursuant to Article 10(3ter) CISA (“Excluded Qualified Investors”). Accordingly, the Company or Fund has not been and will not be registered with the Swiss Financial Market Supervisory Authority (“FINMA”) and no representative or paying agent have been or will be appointed in Switzerland. This presentation and/or any other offering or marketing materials relating to the securities descried herein may be made available in Switzerland solely to Qualified Investors, at the exclusion of Excluded Qualified Investors. The legal documents of the Company or Fund may be obtained free of charge from Golub Capital at [email protected].
For Taiwanese Investors:
For United Arab Emirates Investors:
The offering of the securities described herein have not been approved or licensed by the UAE Central Bank, the UAE Securities and Commodities Authority (the “SCA”), the Dubai Financial Services Authority (the “DFSA”) or any other relevant licensing authorities in the UAE and, accordingly, does not constitute a public offer in the UAE in accordance with the commercial companies law, Federal Law No. 2 of 2015 (as amended), SCA Board of Directors’ Decision No. (13/Chairman) of 2021 on the Regulations Manual of the Financial Activities and Status Regularization Mechanisms or otherwise. Accordingly, the securities described herein are not offered to the public in the UAE, including the Dubai International Financial Centre.
This document is strictly private and confidential and is being issued to a limited number of institutional and individual investors: (i) who meet the criteria of a Professional Investor as defined in SCA Board of Directors’ Decision No. (13/Chairman) of 2021 on the Regulations Manual of the Financial Activities and Status Regularization Mechanisms or who otherwise qualify as sophisticated investors; (ii) upon their request and confirmation that they understand that the securities described herein have not been approved or licensed by or registered with the UAE Central Bank, the SCA, DFSA or any other relevant licensing authorities or governmental agencies in the UAE; and (iii) must not be provided to any person other than the original recipient and may not be reproduced or used for any other purpose.
For UK Investors:
The Fund or Company (as applicable) is an alternative investment fund for the purpose of the Alternative Investment Fund Managers Regulations 2013, as amended by the Alternative Investment Fund Managers (Amendment Etc.) (EU Exit) Regulations 2019 (“UK AIFM Regulations”). GC Advisors LLC is the Alternative Investment Fund Manager (“AIFM”) of the Fund or Company.
The securities described herein may only be marketed to prospective investors which are domiciled or have a registered office in the United Kingdom (“UK Persons”) if the AIFM has qualified the Fund or Company for marketing under the UK AIFM Regulations. If such registration has been effected, the Fund or Company may be marketed to UK Persons who qualify as professional investors. This document is not intended for, should not be relied on by, and should not be construed as, an offer (or any other form of marketing) to any other UK persons.
A “Professional Investor” is an investor who is considered to be a professional client or which may, on request, be treated as a professional client within the United Kingdom implementation of Annex II of European Union Directive 2014/65/EU (Markets in Financial Instruments Directive or “MiFID II”) and the UK AIFM Regulations.
Further information on the Fund’s or Company’s UK marketing registrations is available from the AIFM on request.
For Uruguay Investors:
This presentation and the information contained herein does not constitute and is not intended to constitute an offer of securities and accordingly should not be construed as such. The Fund or Company (as applicable) and any other products or services referenced in this presentation may not be licensed in all jurisdictions, and unless otherwise indicated, no regulator or government authority has reviewed this document or the merits of the products and services referenced herein. This presentation and the information contained herein has been made available in accordance with the restrictions and/or limitations implemented by any applicable laws and regulations. This presentation is directed at and intended for institutional investors (as such term is defined in each jurisdiction in which the Fund or Company is marketed, if any). This presentation is provided on a confidential basis for informational purposes only and may not be reproduced in any form. Before acting on any information in this presentation, prospective investors should inform themselves of and observe all applicable laws, rules and regulations of any relevant jurisdictions and obtain independent advice if required. This presentation is for the use of the named addressee only and should not be given, forwarded or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof). The sale of the securities described herein qualifies as a private placement pursuant to section 2 of Uruguayan law 18.627. Golub Capital represents and agrees that it has not offered or sold, and will not offer or sell, any of the securities described herein to the public in Uruguay, except in circumstances which do not constitute a public offering or distribution under Uruguayan laws and regulations. The securities described herein are not and will not be registered with the Central Bank of Uruguay to be publicly offered in Uruguay. The securities described herein correspond to investment funds that are not investment funds regulated by Uruguayan law 16,774 dated 27 September 1996, as amended.