Pacific Assets Trust plc
Anti-Bribery and Corruption Policy
Bribery is the giving or receiving of gifts, money, hospitality or other advantages in connection with the improper performance of a position of trust, or a function that is expected to be performed impartially or in good faith. The purpose of this policy is to set out the rules that must be followed to ensure that no bribery occurs by persons who perform or will perform services for or on behalf of the Company.
The Bribery Act 2010 contains two general offences covering the offering, promising or giving of a bribe and the requesting, agreeing to receive or accepting of a bribe. It also sets out two further offences which specifically address commercial bribery: one relating to the bribery of a foreign public official in order to obtain or retain business or an advantage in the conduct of business and one creating a new form of corporate liability which an organisation can commit by failing to prevent bribery of any of its employees, subsidiaries, agents or service providers or other associated persons (defined as a person who “performs services” for or on behalf of an organisation and may include employees, contractors, agents, service providers and subsidiaries) in an attempt to obtain or retain business or a business advantage both in the UK or internationally.
The Board of Pacific Assets Trust plc has adopted a zero-tolerance approach to instances of bribery and corruption. Accordingly it expressly prohibits any Director, supplier, agent or third party when acting on behalf of the Company, accepting, soliciting, paying, offering or promising to pay or authorise any payment, public or private, in the United Kingdom or abroad to secure any improper benefit for themselves or for the Company.
The Directors of Pacific Assets Trust plc recognise their responsibilities in ensuring that the Company has a robust policy to avoid such practices and to ensure compliance with its legal obligations. The Board insists that it is informed immediately of any identified instances of bribery or corruption within any of its principal service providers, and that a copy of the anti Bribery and Corruption Policy in place, together with a report detailing any identified instances of bribery or corruption and details of the corrective courses of action taken, are provided for its review on an annual basis.
As part of a risk-based approach, the Board will carry out an annual risk assessment on matters relating to bribery, involving due diligence enquiries in respect of persons who perform or will perform services for or on behalf of the Company, in order to mitigate identified risks. However, the Board confirms that such a review will be carried out more frequently if, for example, the Company’s investment policy were to change, if a perceived low risk country of investment became a higher risk or if a new investment manager, manager or other principal service provider were appointed. Due diligence records will be kept and be made available for inspection by compliance or statutory auditors.
The Board will review this policy at least on an annual basis and will ensure that it is publically available both on the Company’s website and also in its Annual Report & Accounts (in summary form).
Principal Service Providers
Stewart Investors – Investment Manager
Frostrow Capital LLP - Alternative Investment Fund Manager, Company Secretary and Administrator
JP Morgan Chase Bank - Custodian
Equiniti - Registrar
KPMG LLP – Auditor
Investec Bank plc – Broker
Due to restrictions under applicable securities laws, access to the following pages is not permitted unless you are a UK resident.
Before finding out more about Pacific Assets Trust plc ("the Company”), it is important that you first read and understand the information set out below. The Company is an investment company within the meaning of section 833 of the Companies Act 2006 and incorporated in Scotland with registered number SC091052. The Company's shares have been admitted to the Official List of the UK Listing Authority and admitted to trading on the main market of the London Stock Exchange plc. The Company is an alternative investment fund for the purposes of the Alternative Investment Fund Managers Directive ("AIFMD") and has appointed Frostrow Capital LLP (“Frostrow”) as alternative investment fund manager ("AIFM"). Frostrow has delegated certain portfolio management responsibilities to First Sentier Investors (UK) IM Limited (registered company number SC079063) (“FSI UKIM”) which is authorised and regulated by the Financial Conduct Authority under registration number 119367 and whose registered office is at 23 St. Andrew Square, Edinburgh, Midlothian, EH2 1BB. FSI UKIM has further delegated certain portfolio management activities to First Sentier Investors (Australia) IM Limited ("FSI AIM"). FSI UKIM and FSI AIM are both part of First Sentier Investors, part of Mitsubishi UFJ Financial Group ("MUFG"), a global financial group.
The materials contained herein have been prepared for use solely by individuals who are resident in the United Kingdom for tax and investment purposes.
The materials contained herein are not for release, publication, or distribution, directly or indirectly, in whole or in part, to US, Australian, Canadian, Japanese or South African persons or into or within the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
The information contained herein and on the pages that follow does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or in any jurisdiction in which such an offer or solicitation would be unlawful. The securities referred to herein and on the pages that follow have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States, or to, or for the account or benefit of, US persons as defined in Regulation S under the Securities Act ("US Persons"). No public offering of the securities referred to herein and on the pages that follow is being made in the United States. The Company has not been and will not be registered under the US Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the securities referred to herein and on the pages that follow will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the securities referred to herein and on the pages that follow may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. The securities referred to herein and on the pages that follow have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, the Republic of South Africa or any other restricted jurisdiction. There will be no public offering of the securities referred to herein and on the pages that follow in Australia, Canada, Japan, the Republic of South Africa or any other restricted jurisdiction. The securities referred to herein and on the pages that follow may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within Australia, Canada, Japan or the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa. Potential users of this information are requested to inform themselves about and to observe any such restrictions.
The information on the pages that follow may contain forward looking statements. Any statement other than a statement of historical fact is a forward looking statement. Actual results may differ materially from those expressed or implied by any forward looking statement. The Company does not undertake any obligation to update or revise any forward looking statements, whether as a result of new information, future events, or otherwise. You should not place undue reliance on any forward looking statement, which speaks only as of the date of its issuance.
First Sentier Investors believes that the information provided is accurate as at the date of its publication, but no representation or warranty of accuracy is given by First Sentier Investors, Frostrow or the Company and therefore no liability in respect of any error or omission by a third party is accepted by First Sentier Investors, Frostrow, the Company or their affiliates or any of their directors, employees, consultants or agents.
The information contained in this website is subject to change without prior notice and is not to be reproduced, copied or otherwise made available to persons other than those for whom it is intended, especially anyone outside the UK for tax or investment purposes, without the prior written consent of First Sentier Investors.
This website is a financial promotion and its contents have been issued and approved by First Sentier Investors (UK) IM Limited. FSI UKIM Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Any comments expressed reflect the views of FSI UKIM and should not be taken as any kind of recommendation or advice.
If you are in any doubt about any of the information on this web site, please consult your independent financial or other such advisor authorised to give investment advice.
Please remember that the value of investments and the income from them may go down as well as up and that you may not get back the amount you originally invested. Past performance is not a reliable indicator of future results.
Changes in exchange rates will affect the value of investments overseas. Gearing, where borrowing is used to fund further investment, can increase the returns in rising markets and decrease the returns in market downturns.
Investments in emerging markets may involve a higher risk than investments in more developed markets. Investors should consider whether or not an investment in funds or companies which invest in such markets is either suitable for or should constitute a substantial part of an investor’s portfolio.
Investments in the Company may be less liquid than the securities of a larger company, or an investment trust which invests in larger companies, or in more developed economic regions. Securities in smaller companies or an investment trust (such as the Company) which invests in emerging markets may possess greater potential for capital appreciation, but also involve risks, such as limited product lines, markets and financial or managerial resources and trading in such securities may be subject to more abrupt price movements than trading in the securities of larger companies.
1.1. The terms and conditions set out below apply to your use of the Company’s website. Please read them.
1.2. The "Company" means Pacific Assets Trust plc and any of its subsidiaries and related companies (including, for these purposes, Frostrow Capital LLP (“Frostrow”), First Sentier Investors (UK) IM Limited, trading as Stewart Investors, to whom Pacific Assets Trust plc has delegated certain portfolio management responsibilities), and references to "the Company’s website" are to the website available at www.pacific-assets.co.uk and also include, but are not limited to, the text, documents, images, links, sounds, graphics, and video sequences displayed on the website (the "Materials").
1.3. By clicking and entering www.pacific-assets.co.uk you agree that you have read and accept these terms and conditions. If you do not agree, do not use www.pacific-assets.co.uk. The information in the Company’s website is only for the attention of residents of the United Kingdom only. It is your responsibility to be aware of and to observe all applicable laws and regulations in the United Kingdom.
1.4. No information contained in these pages should be taken as a recommendation to buy, sell, or hold the shares of any entity. Nothing on the Company’s website or in the Materials constitutes or is intended to constitute financial or other advice and you should not act upon any information contained on the Company’s website or in the Materials without first consulting a financial or other professional adviser.
1.5. The Company’s website is not intended to offer or to promote the offer or sale of the shares in the Company (the "Shares") in the United States or to US Persons. Each acquirer of the Shares will be deemed to represent, amongst other things, that (i) it is not in the United States, (ii) it is not a US Person or acquiring the Shares for the account or benefit of a US Person, and (iii) it is acquiring the Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act.
1.6. The Shares may not be acquired or held by, or transferred to, (i) an "employee benefit plan" as defined in Section 3(3) of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code; or (iv) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code, and whose purchase, holding, or disposition of the Shares would constitute or result in a non-exempt violation of any such substantially similar law.
1.7. The Company delivers (or will deliver) to its shareholders annual financial reports, interim management statements and such other shareholder notices as the Company deems appropriate. Unless a shareholder indicates otherwise by written notice to the Company, the shareholder hereby consents to receive the Company’s financial statements, shareholder newsletters, and other shareholder notices and materials via email to the shareholder’s email address in the Company’s records or via the Company’s website at www.pacific-assets.co.uk. Although the Company does not impose any additional charges for electronic delivery, the shareholder may, of course, incur costs associated with the shareholder’s electronic access, such as usage charges from the shareholder’s Internet access providers. The shareholder may revoke its election to receive such documents via electronic delivery at any time by written notice to the Company requesting that the Company send such documents via facsimile or in hard copy via the postal service to the address notified to the Company by the shareholder from time to time.
2. Privacy Notice — The Company respects the privacy of individuals who visit the Company’s website and is careful to ensure that information disclosed to the Company in confidence is treated confidentially. Please see the Company’s full privacy notice.
3. Limitation of liability
3.1. Use of the Company’s website and the Materials are at your sole risk. The Company will not be liable to any person for any direct, indirect, special or consequential, losses, damages, or awards of any kind, howsoever caused, as a result of the use of or inability to use, or reliance on, the Company’s website or any of the Materials. To the maximum extent permitted by law, the Company excludes all warranties, conditions, terms, undertakings, and representations (excepting fraudulent misrepresentation) of any kind, express or implied, statutory or otherwise in connection with the Company’s website and the Materials. Nothing in these terms and conditions shall be taken to limit or exclude any liability which may not otherwise be limited or excluded under applicable law.
3.2. Nothing in this website should be construed as investment, tax, legal, or other advice, nor is it to be relied upon in making an investment decision. Those accessing the website should consult their financial advisers regarding the suitability of any of the products referred to on this website. The value of investments and the income from them may go down as well as up and an investor may receive back significantly less than the original investment. Past performance is not a reliable indicator of future results.
3.3. Trading in securities in smaller companies or an investment trust (such as the Company) which invest in emerging markets may involve greater risks and be subject to more abrupt price movements than trading in securities of larger companies.
4.1. The Materials and the Company’s website are provided on an "as is" and "as available" basis and do not purport to be full or complete. The Company gives no warranties (express, implied, or statutory) as to satisfactory quality or fitness for purpose of the Materials, including, without limitation, as to the accuracy, validity, timeliness, merchantability, or completeness of any information or data contained therein (whether prepared by the Company or by any third party), or that any of the Materials or the Company’s website will be provided uninterrupted or free from errors or that any identified defect will be corrected. The Company has the right to suspend or withdraw the provision of all or any of the Company’s website or the Materials without prior notice at any time. You are entirely responsible for your use of the website and for the consequences of relying on any content. Further, no warranty of any kind is given that the Company’s website and the Materials are free from any virus or other malicious, destructive, or corrupting code, program, or macro. The Company does not warrant that the Company’s website or the server(s) that make(s) them available are free of any virus or other harmful elements.
4.2. To the maximum extent permitted by law, the Company disclaims all liability to you arising out of your use of the website. In particular, the Company shall not be liable for any direct or indirect loss or damage to you, any loss of profits, loss of business, revenue, data, goodwill, or anticipated or consequential loss or damage.
4.3. Reference in the Company’s website and/or the Materials to any hypertext link, product, process, or service does not imply the Company’s support for, or endorsement or recommendation of the provider thereof or the product, process, or service to which reference is made. The Company’s website may contain hypertext links to other websites, resources, or other third parties. The Company is not responsible for the availability of, and accepts no liability in relation to, these external websites or their contents. The Company is not a sponsor, partner, promoter, or publisher of any such website.
4.4. First Sentier Investors (UK) IM Limited and First Sentier Investors (Australia) IM Limited are part of First Sentier Investors (“FSI”) a part of Mitsubishi UFJ Group ("MUFG"), a global financial group. FSI includes a number of entities in different jurisdictions, operating under the First Sentier Investors brand. MUFG and its subsidiaries do not guarantee the performance of any investment or entity referred to in this document or the repayment of capital. Any investments referred to are not deposits or other liabilities of MUFG or its subsidiaries, and are subject to investment risk including loss of income and capital invested.
5. Copyright and trademarks
5.1. The Materials are the copyright of the Company and its third-party licensors and may not be copied, distributed, uploaded, posted, republished, decompiled, disassembled, reverse-engineered or transmitted in any way without the prior written consent of the Company. You may, however, download one copy of the Materials for your personal use or use within the organisation in which you work on condition that you do not delete or change any copyright, trademark, or other proprietary notice contained in the Materials or alter the way in which they are presented. Modification or use other than as permitted above violates the Company’s intellectual property rights in the Materials.
5.2. The trademarks, service marks, and logo used and displayed on the Company’s website are registered and unregistered trademarks of the Company and others. The intellectual property rights in the “Pacific Assets Trust” name and logo are owned by the Company. Nothing in these terms and conditions or on the Company’s website should be construed as granting any licence or right to use any trademark displayed on the Company’s website. The Company enforces infringements of its intellectual property rights to the fullest extent permitted by the law.
6. Stock exchange prices and exchange rates — Any prices/values shown on this website in relation to different underlying securities are based on the prices notified to the investment manager of the Company as the last sale price of the relevant securities on the stock exchange on which they are traded (delayed up to 20 minutes) as at the time and date shown. The Company has not verified any of the stock exchange or other information contained on this website and it should be verified separately before relying on it. Prices and values shown on this website may vary throughout the course of, and between, stock exchange trading days, market trading times and business days in general.
7. Governing law — The agreement between you and the Company relating to your use and browsing of the Company’s website is governed by and shall be construed in accordance with the laws of England and Wales and you agree that the Courts of England shall have exclusive jurisdiction over any disputes arising in relation to such use and browsing. These terms and conditions may not be modified unless the Company agrees in writing.
9. The Materials that you are seeking to access are not directed at and may not be viewed by or distributed to persons who are resident outside the United Kingdom, including but not limited to:
• who are in the United States or who are, or are acting for the account or benefit of, US Persons; or
• who are in a jurisdiction where it is not lawful to access the Materials.
The information contained on the following pages does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, any securities of Pacific Assets Trust plc in any jurisdiction in which, or to any person to whom, such offer or solicitation is unlawful.