According to Article 43a of the Directive 2011/61/EU of 8 June 2011 on Alternative Investment Fund Managers, as amended by Directive (EU) 2019/1160 of 20 June 2019 with regards to cross-border distribution of collective investment undertakings, LGT Global Private Infrastructure S.A., SICAV-RAIF (the “Company”) makes available, in each Member State where it intends to market its Shares, facilities to perform the following tasks listed from a) to f).
Please note that in case of discrepancy, the conditions set out in the Offering Memorandum of the Company shall prevail. The below has an informative purpose only and is provided pursuant to Article 43a of the Directive 2011/61/EU of 8 June 2011, as amended by Directive (EU) 2019/1160 of 20 June 2019.
Defined terms used within this document, and which are not otherwise defined within this document, shall have the same meaning as assigned within the Offering Memorandum of the Company.
As set out in the Offering Memorandum of the Company, SS&C (Luxembourg) S.à r.l. (the “Administrator”) will process all subscription and redemption orders from investors and make other relevant payments to investors, in respect of the Company.
SS&C (Luxembourg) S.à r.l.
2 Rue Jean Monnet
Luxembourg, L-2180
Grand Duchy of Luxembourg
lgtcp.is@sscinc.com
Subscriptions for Shares
Initial applications should be made using the Subscription Agreement obtained from the Administrator which may be submitted either in original form, by fax (with the original form to follow promptly and signed), by approved electronic submission (which may be signed in electronic form) or by any such other means as reasonably acceptable to the Directors or their delegate. All initial applications shall be subject to prompt transmission to the Administrator of such other papers (such as documentation relating to money laundering prevention checks) as may be required by the Directors or their delegate (see section 6.2.5 of the Offering Memorandum for further information). To be entered on the Register, an applicant must certify to qualify as an Eligible Investor and the admission of such an applicant to the Company must not result in any selling restrictions set out in section 6.1 of the Offering Memorandum.
Applications received by the Administrator or duly appointed distributor prior to the relevant Subscription Deadline for any Subscription Day will typically be processed on and accepted with effect from such Subscription Day. Any applications received after the relevant Subscription Deadline for a particular Subscription Day will be processed on the following Subscription Day unless the Directors or the AIFM in their absolute discretion, in exceptional circumstances, otherwise determine to accept one or more applications received after the relevant Subscription Deadline for processing on that Subscription Day, provided that such application(s) have been received prior to the Valuation Point for the particular Subscription Day.
Applications for Shares, once submitted, are generally not permitted to be revoked. However, an applicant may request the withdrawal of a subscription request, in whole or in part, if the request to withdraw the subscription request is received by the Administrator in advance of the relevant Subscription Deadline. Otherwise, an applicant may not withdraw a subscription request once submitted unless the Directors determine, in their sole discretion, to permit the withdrawal of such subscription request, in whole or in part.
Amendments to a Shareholder’s registration details and payment instructions will only be made following receipt of valid written or electronic instructions and may also require appropriate original documentation from the relevant Shareholder.
Minimum Subscription
Each applicant (including a transferee) must subscribe an amount equal to or greater than the Minimum Subscription Amount (which may be increased at the sole discretion of the Directors). Applicants (including a transferee) shall not be registered on the Register if their Subscription constitutes less than the Minimum Subscription Amount or if they have not certified in writing that they are Eligible Investors and that they are aware of the risk involved in the proposed investment in the Company and of the fact that inherent in such investment is the potential to lose all of the capital invested.
“Minimum Subscription Amount” means a Subscription for Shares in the Company the value of which is not less than the amount as specified in the Offering Memorandum in respect of the respective Shares being offered or any such higher or lower amount as determined by the Directors in their sole discretion, provided that such amount is not less than the Regulatory Minimum Subscription Amount.
“Regulatory Minimum Subscription Amount” means EUR 100,000 (or such other amount as specified in article 2 of the RAIF Law from time to time as applying to certain types of ‘well-informed’ investors), or its equivalent in any other currency as of the applicable Subscription Day, which shall be applicable to all Eligible Investors regardless of their specific regulatory categorisation.
Please refer to the Offering Memorandum, in particular section 15: “Appendix IV – Share Class Terms” related to the relevant Share Classes.
Subscription Deadline
“Subscription Deadline” means, for new investors who are making an initial subscription to the Company, by 17:00 (Luxembourg time) on the tenth (10th) Business Day preceding the relevant Subscription Day. Or for existing Shareholders who have previously made a subscription to the Company, by 17:00 (Luxembourg time) on the sixth (6th) Business Day preceding the relevant Subscription Day. Or in either case such later day or time as may be determined by the Directors or the AIFM in their sole discretion.
“Subscription Day” means the first (1st) Business Day of each calendar month, or such other day or days as the Directors may in their absolute discretion determine.
Subscription Price
During the Initial Offer Period Shares shall be issued at the Initial Subscription Price. The Initial Offer Period may be extended without prior notification to the investors, provided that no subscriptions have been received at the date of the proposed extension. Further issues of Shares shall only take place with respect to each Subscription Day at the relevant Subscription Price. Investors should note that the Subscription Price may result in Shares being issued at a price which is higher than the respective Net Asset Value per Share as the Subscription Price may include provisions for Duties and Charges or the application of an Anti-Dilution Levy. Potential shareholders should therefore note that the cost paid for Shares could exceed their value on the day of issue.
“Subscription Price” means the price at which Shares may be subscribed for on any Subscription Day, being the last available Net Asset Value per Share as of the Valuation Day immediately preceding the
relevant Subscription Day plus an amount, as may be determined by the Directors, to reflect; (i) Duties and Charges; and/or (ii) an Anti-Dilution Levy. The Subscription Price is available to investors upon request.
Payment for Shares
Payment for Shares must be made by the relevant Subscription Payment Date and in such currency and manner and to such person, on behalf of the Company, as may be disclosed in the Subscription Agreement or otherwise determined by the Directors and notified to applicants. If payment in full in respect of the issue of Shares has not been received by the relevant Subscription Payment Date, or in the event of non-clearance of funds, the allotment of Shares made in respect of such application may, at the discretion of the Directors, be cancelled (in which case the applicant will have no entitlement to any gain(s) associated with such cancelled Shares), or, alternatively, the applicant may be charged interest together with an administration fee and shall be liable for any loss that the Shares may incur due to the failure to make a full payment for the Shares by the relevant Subscription Payment Date (which may include market losses incurred by the Company making investments in relation to the Shares that may then need to be sold in order to give effect to the cancellation of the Shares). In addition, the Directors will have the right to sell all or part of the applicant’s holdings of Shares in order to meet those charges or losses. In advance of Shares being allotted and deemed to be in issue, the Company shall account to the subscriber for any subscription monies held by the Company in respect thereof as a debt of the Company and the Company shall be deemed to be a debtor and not a trustee in respect thereof for such subscriber or other person.
The Directors may, at their discretion and in consultation with the AIFM, accept payment in specie for Shares in any Class. The nature of the assets accepted shall be within the Investment Objective, policy and restrictions of the Company and the value of which shall be determined by the Directors or their delegate, having consulted with the AIFM, in accordance with the valuation principles governing the Company, the AIFM and applicable law. Any prospective applicant wishing to subscribe for Shares by a transfer in specie of assets will be required to comply with any administrative and other arrangements for the transfer specified by the Depositary and the Administrator. Any in specie transfer will be at the investor’s risk and the costs of such a transfer will be borne by the investor. Shares will not be issued until the investments have been vested in the Depositary to its satisfaction and the number of Shares to be issued will be equal to the amount that would be issued if cash subscription had been made.
A preliminary charge not exceeding three per cent (3%) of the Net Asset Value per Share may be added to the Subscription Price for the absolute use and benefit of the Company or its delegate or as it may direct, either upon the initial issue of units or on a contingent deferred basis and the Directors may at their discretion waive, either wholly or partially, such preliminary charge or differentiate between Shareholders or applicants for Shares as to the amount of such preliminary charge, if any, within the permitted limit. Unless provided for specifically in respect of a particular Class in Appendix IV, no preliminary charge will be applied to the Classes. For the avoidance of doubt, no subscription charge will be payable by the Company in respect of any investment into the Master Fund.
Please refer to the Offering Memorandum, in particular Section 8: “Fees and Expenses”.
Redemption requests shall be made to the Administrator and must be submitted prior to the relevant Redemption Deadline either in original form, by fax (with the original to follow promptly and must be signed), by electronic means or by any such other means as reasonably acceptable to the AIFM and the Administrator and should include such information as may be specified from time to time by the Directors or their delegate. The Directors, may in their discretion, accept a redemption request for processing on a Dealing Day notwithstanding that such request may have been received after the relevant Redemption Deadline so long as such redemption request is received prior to the relevant Valuation Point.
Any redemption request shall generally be irrevocable save with the consent in writing of the Directors.
Redemption requests may not be made for an amount below the Minimum Redemption Amount.
The Directors may on any Dealing Day require a Shareholder to pay to the Company (or any of its appointees or as any of them may direct), for its or their absolute use and benefit, a Redemption Charge not exceeding 2% of the Net Asset Value attributed to each redeemed Share. Any applicable Redemption Charge will be deducted from the redemption proceeds payable to the relevant Shareholder. In the event of a Redemption Charge being imposed, Shareholders will be notified of this in their contract note. The Directors may on any Dealing Day differentiate between Shareholders as to the amount of the Redemption Charge required to be paid to the Company (or its appointees or as they may direct) and as to the amount of Redemption Charge to be levied on each Class. Any increase to the maximum permitted Redemption Charge or the maximum fee, including any performance related fee, which may be charged by the Directors shall require a reasonable notification period to enable Shareholders to apply to redeem their Shares prior to the implementation of the increase.
Please refer to the Offering Memorandum, in particular Section 8: “Fees and Expenses”.
Any redemption request will be processed with respect to a Redemption Day at the relevant Redemption Price for the relevant Class. Redemption proceeds will generally be remitted in the relevant Class currency by wire by the relevant Redemption Payment Date applicable for that Redemption Day. The Redemption Price per Share may be lower than the Net Asset Value per Share on the relevant Valuation Day due to the effect of Duties and Charge and/or the application of an Anti-Dilution Levy. Shareholders should therefore note that the amount received for Shares redeemed could be lower than their stated value on the day of redemption.
“Redemption Day” means the first (1st) Business Day of each calendar quarter and such other Business Days as the Directors may from time to time determine.
“Redemption Deadline” means 17:00 (Luxembourg time) on the forty-fifth (45th) calendar day (or, if such day is not a Business Day, the immediately preceding Business Day) preceding the relevant Redemption Day, or such later day or time as may be determined by the Directors or the AIFM in their sole discretion.
“Redemption Payment Date” means generally by the thirty-fifth (35th) calendar day after the relevant Redemption Day, or such later time as the Directors or the AIFM may determine.
“Valuation Day” means the last calendar day of each calendar month, which will be the day in respect of which the Net Asset Value, the Net Asset Value per Class and the Net Asset Value per Share are calculated or such other day or days as the Directors may determine.
You can contact:
LGT Capital Partners Ltd.
Schützenstrasse 6
CH-8808 Pfäffikon SZ
Switzerland
Liquid Strategies & Investment Structuring (LSIS)
lgt.cp.ls-legal@lgtcp.com
You are investing in Shares of the Company which was incorporated on 12 December 2023 under the laws of the Grand Duchy of Luxembourg as an open-ended investment company with variable capital – reserved alternative investment fund (société d’investissement à capital variable – fonds d’investissement alternatif réservé) under the form of a public limited company (société anonyme) organised under the RAIF Law and qualifying as a Luxembourg alternative investment fund within the meaning of article 1(39) of the AIFM Law. The share capital of the Company shall be at all times equal to the value of its net assets. The Company operates as an open-ended fund with an unlimited duration. The Company will operate as a feeder fund which will invest predominantly in the Master Fund.
The Investment Objective of the Company is to provide Shareholders with attractive long term capital appreciation from a globally diversified portfolio of Private Infrastructure Investments. The Company will implement its Investment Objectives predominantly by investing, directly or indirectly, in the Master Fund and on an opportunistic basis directly in Private Infrastructure Investments.
“Master Fund” means LGT Global Private Infrastructure Master S.C.Sp., a Luxembourg special limited partnership (société en commandite spéciale) formed and existing under the laws of the Grand Duchy of Luxembourg.
The Investment Objective of the Master Fund is to provide Fund Investors with attractive long-term capital appreciation from a globally diversified portfolio of Private Infrastructure Investments. The Master Fund will invest, directly or indirectly, through investment funds or other intermediary companies in Private Infrastructure Investments.
Please refer to the Offering Memorandum, in particular Section 5: “Investment Objectives and Policies”.
Each prospective applicant should carefully consider the following risks as well as the risks set out in section 3 of the offering memorandum of the Master Fund before investing in the Company (all of which should be considered, directly or indirectly, applicable to an investment in the Company). The risks summarised in section 2 of the Offering Memorandum should not be considered to be an exhaustive list of the risks which potential investors should consider before investing in the Company.
Please refer to the Offering Memorandum, in particular Section 2: “Risk Factors”.
Potential investors should be aware that an investment in the Company may be exposed to other risks of an exceptional nature from time to time. Moreover, investors should note that because investments in securities can be volatile and that their value may decline as well as appreciate, there can be no assurance that the Company through the Master Fund will be able to attain its investment objectives. The value of the interests in the Master Fund as well as the income therefrom may go down as well as up to reflect changes in the net asset value of the Master Fund.
An investment should only be made by those investors who could sustain a loss on their investment. Potential investors should review this Offering Memorandum carefully and, in its entirety, and consult with their professional and financial advisers before making an application for Shares. Potential investors should note that any or all of the risks indicated in section 2 of the Offering Memorandum may materialise at the level of the Master Fund and/or at the level of any number of the Portfolio Investments. To the extent the risks will materialise cumulatively on a number of levels within the investment structure, the consequences and potential damages for Shareholders may be significantly more severe.
Please refer to the Offering Memorandum, in particular Section 2 “Risk Factors”.
The performance of prior investments of the Company and the Master Fund’s investment professionals is not necessarily indicative of the Company and the Master Fund’s future results. While the AIFM intends for the Master Fund to make Portfolio Investments that have estimated returns commensurate with the risks undertaken, there can be no assurances that the targeted internal rates of return will be achieved. On any given Portfolio Investment, loss of principal is possible. Furthermore, the Company and the Master Fund’s performance over a particular period may not necessarily be indicative of the results that may be expected in future periods.
Please refer to the Offering Memorandum, in particular Section 2: “Risk Factors”.
You can access the procedures and arrangements relating to investors’ exercise of their rights arising from their investment in the Company by contacting the AIFM by email at lgt.cp@lgtcp.com or by phone: +353 1 433 7420.
Client complaints may be communicated in writing (e.g. by letter, e-mail or fax or by using the complaint form on the homepage) or verbally (e.g. in person or by telephone) free of charge to:
LGT Capital Partners (Ireland) Limited
Third Floor, 30 Herbert Street
Dublin 2
Ireland
Phone: +353 1 433 7420
Fax: +353 1 433 7425
E-Mail: lgt.cp@lgtcp.com
To handle your complaint, we need the following information from you:
· Contact details (first name, last name, address, telephone no., e-mail address)
· Name of fund/sub-fund/share class and ISIN number or securities number (if your complaint refers to a fund)
· Reason for complaint and what it relates to
· Client's proof at the time the reason for the complaint occurred (if your complaint refers to a fund)
LGT Capital Partners (Ireland) Limited will ensure that once we receive your complaint it is handled swiftly and competently and that you receive a written reply after we have investigated the complaint. For further information, please refer to the Complaints Management document on https://www.lgtcp.com/en/regulatory-information/.
Please refer to the Offering Memorandum, in particular Section 14: “Appendix III – EU Sustainable Finance Disclosure Regulation”.
The Company and the Shareholders may be subject to tax and/or tax reporting obligations in the jurisdictions in which the Company or the Master Fund operates or invests. The Company and the Shareholders could become subject to additional or unforeseen tax and/or tax reporting obligations in jurisdictions in which the Company or the Master Fund operates and invests.
As is the case with any investment, there can be no guarantee that the tax position or proposed tax position prevailing at the time an investment is made in the Company will endure indefinitely. Prospective investors’ attention is drawn to the taxation risks associated with investing in the Company and the tax considerations disclosed in the Offering Memorandum.
Please refer to the Offering Memorandum, in particular Section 2: “Risk factors” and Section 10: “Taxation”.
The Articles, the latest annual report of the Company, the latest Net Asset Value per Share and the historical performance of the Company will be available to prospective shareholders before they invest in the Company at the registered office of the Administrator.
Any investor or potential investor may turn to the LGT Capital Partners Ltd., Schützenstrasse 6, CH-8808 Pfäffikon SZ, Switzerland to request to be given free of charge a copy of the Offering Memorandum, the KIDs, if applicable, the most recent Annual Report and most recent Semi-annual Report as well as a copy of the Company’s constitutive document.
Copies of the Offering Memorandum and up-to-date KIDs, if applicable, may also be obtained by Shareholders on: https://www.lgtcp.com/en/regulatory-information/ (click on “offering”) or such other website as may be notified to Shareholders in advance from time to time.
Except where the determination of the Net Asset Value per Share has been suspended in the circumstances described in the Offering Memorandum, the Net Asset Value per Share as of each Dealing Day will be available to the respective Shareholders at the registered office of the Administrator.
The following entities are in charge of the following tasks. The contact details are disclosed under the section “Who should you contact if you have additional questions?” below.
a) Processing investors' subscription, payment, repurchase and redemption orders relating to the shares of the AIF, in accordance with the conditions set out in the AIF's documents:
SS&C (Luxembourg) S.à r.l.
b) Providing investors with information on how orders referred to in point (a) can be made and how repurchase and redemption proceeds are paid: LGT Capital Partners Ltd.
c) Facilitating the handling of information relating to the exercise of investors' rights arising from their investment in the AIF in the Member State where the AIF is marketed: LGT Capital Partners Ltd.
d) Making the information and documents required pursuant to Articles 22 and 23 available to investors for the purposes of inspection and obtaining copies thereof: LGT Capital Partners Ltd.
e) Providing investors with information relevant to the tasks that the facilities perform in a durable medium as defined in point (m) of Article 2(1) of Directive 2009/65/EC of 13 July 2009: LGT Capital Partners Ltd.
f) Acting as a contact point for communicating with the competent authorities: LGT Capital Partners Ltd.
You may reach out to the following entity for questions related to the point a) of the facilities list:
SS&C (Luxembourg) S.à r.l.
2 Rue Jean Monnet
Luxembourg, L-2180
Grand Duchy of Luxembourg
lgtcp.is@sscinc.com
You may reach out to the following entity for questions related to the points b) to f) of the facilities list:
LGT Capital Partners Ltd.
Schützenstrasse 6
CH-8808 Pfäffikon SZ
Switzerland
Liquid Strategies & Investment Structuring (LSIS)
lgt.cp.ls-legal@lgtcp.com
These entities will respond to your question(s) by email within a reasonable timeframe in one of the official language(s) of your country, or in English, where acceptable.