This document and the information contained in it relate to KL Special Opportunities Fund Ltd (the “Offshore Fund”), KL Special Opportunities Fund LP (the “Onshore Fund”) and KL Special Opportunities Master Fund Ltd (the “Master Fund”, and together the “Funds”) and are being communicated by Kite Lake Capital Management (UK) LLP (“KL”). KL is authorised and regulated by the Financial Conduct Authority of the United Kingdom (the “FCA”). KL, its members and affiliates are together referred to as “Kite Lake” in this document.
This document does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investment, nor shall it or the fact of its distribution or communication form the basis of, or be relied on in connection with any contract. Applications for shares in the Offshore Fund or Onshore Fund (“Shares”) will only be able to be made on the basis of the current prospectus of the respective fund (the “Prospectus”) and potential investors should refer to the Prospectus of each fund for additional information. Any person subscribing for Shares must be able to bear the risks involved and must meet the suitability requirements relating to such investments. An investment in Shares may not be suitable for certain investors.
This document constitutes a financial promotion for the purposes of the Financial Services and Markets Act 2000 (the “Act”) and the handbook of rules and guidance issued from time-to-time by the FCA (the “FCA Rules”). The Fund is not a recognised collective investment scheme for the purposes of Section 238 of the Act. Promotion of the Fund is accordingly restricted by law.
This document is being issued inside and outside the United Kingdom only to and/or is directed only at persons who are Professional Clients or Eligible Counterparties for the purposes of the FCA Rules. The investments and investment services to which this document relates are only available to such persons and other persons must not act or rely on it. This document is exempt from the restrictions in Section 238 of the Act on the communication of invitations or inducements to participate in unregulated collective investment schemes on the grounds that it is being issued only to the types of person referred to above. Persons of any other description must not act on or rely on this document.
The Shares have not been and will not be registered under any securities laws of the United States of America or any of its territories or possessions or areas subject to its jurisdiction, and may not be offered for sale or sold to nationals or residents thereof except pursuant to an exemption from the registration requirements of the US Securities Act of 1933, as amended, (the “Securities Act”) and any applicable state laws. Any US Person that wishes to invest must be an “accredited investor”, as defined in Regulation D under the Securities Act, and a “qualified purchaser”, as defined in the US Investment Company Act of 1940, as amended.
The information and opinions contained in this document are for background purposes only and do not purport to be full or complete, and no reliance should be placed on them. Kite Lake believes that the source of this information is reliable. However it gives no guarantee, representation, warranty or undertaking, either expressly or implicitly, and accepts no liability for, the accuracy, validity, timeliness, merchantability or completeness of any information or data (whether prepared by Kite Lake or by any third party) for any particular purpose or use or that the information or data will be free from error.
Shares are offered solely on the basis of the information and representations contained in the Fund’s Prospectus. This document must be accompanied or preceded by the Prospectus. Investment in the Fund carries substantial risk. There can be no assurance that the Fund’s or the Master Fund’s investment objective will be achieved and investment results may vary substantially over time. The nature of the Master Fund’s investments involves certain risks and the Master Fund utilizes investment techniques (such as leverage, short selling and the use of derivatives) which may carry additional risks. Investment in the Fund is not intended to be a complete investment program for any investor. Prospective investors should carefully consider whether an investment in the Fund is suitable for them in light of their circumstances and financial resources. An investment in the Fund is suitable only for persons who can assume the risk of losing their entire investment.