IMPORTANT - PLEASE READ CAREFULLY - The information and documents made available do not constitute, and may not be construed as, an offer to sell, or an invitation to purchase investments of any description, a recommendation regarding Defiant (the Fund) or the provision of investment advice by any party. Any offer to buy interests in the Fund will be made only by means of the final version of a private placement memorandum, the articles of incorporation and any other documentation referred to therein.
As there is no documentation available yet by which potential investors could indicate their intention to invest, it is not yet possible to legally commit to an investment in the Fund. The information in the document should not be relied on because it is incomplete and subject to change. This document is qualified in its entirety by reference to the final version of the private placement memorandum and articles of incorporation and, when ready, the final versions of these documents should be read before any investment decision is made.
The Fund will be in the legal form of a Luxembourg special limited partnership ('société en commandite spéciale") that is currently expected to be incorporated on or around Q1 or Q2 2025. fundcraft Management S.à r.l. is the proposed alternative investment fund manager (the AIFM) of the Fund for the purposes of the Alternative Investment Fund Managers Directive (the AIFM Directive). The AIFM is a société à responsabilité limitée, incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered address at 12 rue des Méroingiens, L-8070 Bertrange, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register under number B263002 (Registre de Commerce et des Sociétés du Luxembourg - RCS), authorised and regulated by the Commission de Surveillance du Secteur Financier in Luxembourg to act as AlFM.
The documents are confidential, for the information of the addressee only and may not be reproduced in whole or in part, copied, circulated or distributed to another party. The issue, and the distribution of the documents may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. The documents may not be distributed, published or reproduced, in whole or in part, by any other person for any purpose. The documents relating to the Fund are subject to updating, completion, revision, verification and may, in particular, be subject to substantial amendments.
The documents do not contain sufficient information to support an investment decision and it should not be relied upon to evaluate the merits of an investment in the Fund. The documents do not constitute an offer or an invitation to subscribe to interests of the Fund. Some documents may include statements that are, or may be deemed to be, "forward-looking statements". Forward-looking statements are subject to risks and uncertainties and, accordingly, the Fund's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this document and cannot be relied upon as a guide to future performance.
Any person who does not qualify must not view the Information, must return the Information documents to the Company ('Defiant') immediately and should not read or act upon any of the information contained within it. Potential investors in the Fund should seek their own independent financial, tax, legal and other advice. This communication has been provided to you for informational purposes only and may not be relied upon by you in evaluating the merits of investing in the Fund or for any other purpose.
This communication is not intended as and is not to be taken as an offer or solicitation with respect to the purchase or sale of interests in the Fund or any other instrument, nor does it constitute an offer or solicitation in any jurisdiction, including those in which such an offer or solicitation is not authorised or to any person to whom it is unlawful to make such a solicitation or offer. Before making any investment decision you should obtain independent legal, tax, accounting or other professional advice, as appropriate, none of which is offered to you by the Fund, the Company or any of its affiliates accepts any duty of care to you in relation to any Instrument.
The Information does not purport to be all-inclusive or necessarily to contain all the information that a prospective investor may desire in investigating the Fund, and may be subject to updating, withdrawal, revision or amendment. No representation or warranty, express or implied, is or will be given by the Fund, the Company, their advisers or any of their respective directors, shareholders, partners, employees or affiliates as to the accuracy or completeness of the Information or the information or opinions contained therein.
Any financial projections given are illustrative only and none of the projections or assumptions should be taken as promises on the part of the Company, the Fund or any of its affiliates, nor should they be taken as implying any indication, assurance or guarantee that those assumptions are correct or exhaustive. The Information contains forward-looking statements. These statements relate to, amongst other things, the Fund's future prospects, developments and business strategies. Forward-looking statements are typically identified by their use of terms and phrases such as "believe", "could", "envisage", "estimate", "intend", "may", "plan", "will" or the negative of those, variations or comparable expressions, including references to assumptions.
The forward-looking statements in this Information are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Fund's actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements. These forward-looking statements are made only as at the date of the Information.
Each recipient of the Information must make their own independent assessment of the information provided by the Company or the Fund and is recommended to seek independent advice on the contents hereof from an authorised person specialising in advising on investments of the kind in question. Neither the Fund, the Company, nor any of their advisers, nor their respective directors, partners, representatives, agents, consultants, employees or affiliates shall be liable for any direct, indirect or consequential loss or damage suffered by any person relying on statements or omissions from the Information and to the maximum extent permitted by law, all conditions, warranties and other terms which might be implied by statute, common law or the law of equity and any such liability are expressly excluded.
The Information should not be construed as a recommendation to prospective investors by the Company or any of their respective officers to invest in the Fund and does not form any commitment by the Fund to proceed with an investment. The Company and the Fund reserve the right to terminate the procedure at any time and to terminate any discussions and negotiations with any prospective investors at any time and without giving any reason.