MW TOPS Limited: Additional Information
St. Peter Port, Guernsey, November 20 (ots/PRNewswire)
- This Announcement is not for Release, Publication or Distribution in or Into the United States, Canada, Australia or Japan
- This Announcement is an Advertisement and not a Prospectus and is not an Offer to Sell or a Solicitation of any Offer to Buy any Securities in the United States or in any Other Jurisdiction
Investors should not subscribe for the shares referred to in this announcement except on the basis of the information contained in the prospectus published on 10 November 2006 in connection with the global offering of shares in the Company (and any supplement or amendment thereto), copies of which can be obtained from the Company's registered office: Anson House, St George's Place, St George's Esplanade, St. Peter Port, Guernsey GY1 3GF, or the registered office of the Company's investment manager Marshall Wace LLP 13th Floor, 1-11 John Adam Street, London WC2N 6HT.
MW TOPS Limited ("MW TOPS") announced today that it has engaged a
Big Four accountancy firm in Germany to provide certain tax reporting
services in relation to Section 5 of the German Investment Tax Act
(Investmentsteuergesetz (InvStG)) for MW TOPS and each of the
underlying funds in which it will invest following its global
offering of shares and admission of its shares on Euronext
Amsterdam.The reporting services will allow MW TOPS and each of the underlying funds to fulfil the prerequisites for treatment as a "transparent fund" for German tax purposes pursuant to Sections 2 and 4 of the German Investment Tax Act (Investmentsteuergesetz (InvStG)).
MW TOPS further intends to calculate on a monthly basis the "equity gain" (Aktiengewinn) for MW TOPS and each of the underlying funds in which it will invest using the month-end net asset value of each underlying fund.
Notes for Editors
About the Company
MW TOPS Limited (the "Company") is a new closed-ended investment company registered and incorporated in Guernsey. The Company has made a global offering of its shares consisting of a private placement of shares in The Netherlands and in other countries (the "Global Offering"). The offer seeks to raise approximately EUR1 billion. The Company will apply for admission of its shares on Euronext Amsterdam.
The Company's initial share capital will comprise three classes of Shares, Euro Shares, Sterling Shares and US$ Shares, each of which will be traded on Euronext Amsterdam.
The Company's investment objective will be to provide consistent absolute returns primarily derived through trading in equities of companies incorporated in or whose principal operations are in Europe (including Eastern Europe).
The Company will seek to achieve this by appointing Marshall Wace
LLP ("Marshall Wace") to invest the Company's assets in the
underlying funds. Initially, the Company will invest 50 per cent. of
the net proceeds of the Global Offering in Sub-Trust C
(Opportunistic-Hedged) of Marshall Wace TOPS Trust and 50 per cent.
in Sub-Trust D (Fundamental-Hedged) of Marshall Wace TOPS Trust.
Marshall Wace may seek to identify opportunities for the Company to
invest in other underlying funds in the future while remaining within
the Company's investment objective and policy.The Company is registered with the Dutch Authority for the Financial Markets as a collective investment scheme which may offer participations in The Netherlands pursuant to article 17c of the Supervision of Collective Investment Schemes Act (Wet toezicht beleggingsinstellingen).
Important Notice
Certain statements contained in this document, including those relating to the Global Offering may be forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein.
None of Marshall Wace, Citigroup Global Markets Limited, Deutsche Bank AG, Merrill Lynch International or UBS Investment Bank (together the "Banks") or the Company undertakes any obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A prospective investor should not place undue reliance on forward-looking statements, which speak only as of the date of this document.
None of Marshall Wace, the Banks or the Company accepts any responsibility to any person if the prerequisites for treatment of the Company and each of its underlying investment funds as "transparent funds" pursuant to Sections 2 and 4 of the Investment Tax Act are not fulfilled.
This announcement is an advertisement and not a prospectus and is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction.
Neither this document nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire securities pursuant to the Global Offering will be made, and any investor should make his investment, solely on the basis of information that is contained in a prospectus dated 10 November 2006 generally made available in The Netherlands in connection with the Global Offering (the "Prospectus"). Copies of the Prospectus can be obtained at no cost from the Company at Anson House, St George's Place, St George's Esplanade, St. Peter Port, Guernsey GY1 3GF, from the paying agent, ING Bank N.V. at Heenvlietlaan 220, 1083 CN Amsterdam, The Netherlands and through the website of Euronext Amsterdam N.V. (Dutch residents only).
The Company accepts sole responsibility for the information contained in the Prospectus and in this document. The content of this announcement has been approved by Marshall Wace of The Adelphi, 1/11 John Adam Street, London WC2N 6HT solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.
This announcement is based upon information which the Company considers reliable, but no representation or warranty, express or implied, is given by or on behalf of the Company, Marshall Wace or any of the Banks or any of such persons' affiliates or their respective members, directors, officers or employees or any other person that it is accurate and complete and nor should it be relied upon as such. None of the Issuer, Marshall Wace or any of the Banks has any obligation to update this document or to correct inaccuracies or omissions which may become apparent.
All investments are subject to risk. The value of the shares offered may go down as well as up. Past performance is no guarantee of future returns. An investment in the Company is speculative and involves a substantial degree of risk, including the risk of total loss. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision.
Factual statements, statistical data, information regarding actual and proposed issues contained in this document, views expressed, and projections, forecasts or statements relating to various matters referred to in this document do not necessarily represent Marshall Wace's or any of the Banks' own assessment or interpretation of information. Prospective investors should not treat the contents of this document as advice relating to legal, taxation or investment matters, and are to make their own assessments concerning these and other consequences of the various investments, including the merits of investing and the risks. Prospective investors are advised to conduct their own due diligence.
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin-Federal Supervising Authority) and with respect to UK commodity derivatives business by the Financial Services Authority, regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank AG is acting for the Company and Marshall Wace and no one else in connection with the Global Offering and will not be responsible to anyone other than the Company and Marshall Wace for providing protections afforded to clients of Deutsche Bank AG nor for providing advice in connection with the Global Offering.
Merrill Lynch International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and Marshall Wace and no-one else in connection with the Global Offering and will not be responsible to anyone other than the Company and Marshall Wace for providing the protections afforded to its clients or for providing advice in relation to the Global Offering, this document or any other matter.
UBS Investment Bank is acting for the Company and Marshall Wace and no one else in connection with the Global Offering and will not be responsible to anyone other than the Company and Marshall Wace for providing protections afforded to clients of UBS Investment Bank nor for providing advice in connection with the Global Offering.
Contact:
For further information, please contact: Marshall Wace, Robert Brown,
+44-207-925-7623; Maitland, Neil Bennett, +44-207-379-5151; Deutsche
Bank, Quentin Nason, +44-207-547-3437; Merrill Lynch, Mark Gwynne,
+44-207-995-3700; UBS, Adam Welham, +44-207-567-8000