THE FINE PRINT
What’s on this page?
- What You Should Know about Investing in a Section 12J Company (VCC)
- Anti-Money Laundering
- Compliance department
- Information manual
- Fraud – misuse of the Sanari name
- Insurance Cover
- Asset ownership: Fund mandate
- Cancellations and terminations
- Your behaviour when using this website
- Links to and from this website
Sanari makes every reasonable effort to ensure that all information on this website is current, accurate and complete at the date of publication, but it makes no representations, warranties or guarantees whatsoever about the accuracy, reliability, completeness, adequacy or currency of the information contained in or linked to or accessible from this website. Sanari does not accept any responsibility for any errors or omissions on this website.
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Neither Sanari, its affiliates, subsidiaries, employees, servants and agents nor any of its service providers shall be liable for any direct or indirect special or consequential loss or damage which might arise from the use of, or any action taken in reliance on any material or content contained in this website or any linked websites even if Sanari has been advised of the possibility of such loss, expense, claim or damage. You hereby indemnify Sanari, its affiliates, subsidiaries, employees, servants and agents against any loss, claim or damage which may be suffered by them or any third party arising in any way from your use of this website.
No information or material posted on this website is intended to constitute a legal or binding relationship. Neither the information contained in this website, nor the perusal of it, establishes nor constitutes a fiduciary or business relationship between you and Sanari. Nothing on this website constitutes an invitation, inducement or offer to engage in investment activity, or to subscribe for or purchase shares or other securities.
This website is intended for general information purposes only. It is not intended to provide investment, financial or other advice, nor to make any recommendations regarding the suitability of any Funds managed and advised by Sanari for any particular user.
You must not enter into any transactions, make any investments, make decisions of any nature, including, without limitation, any financial or investment decisions, or incur any loss or liability based partly or wholly on any information contained in or displayed on this website or on any website to which this website may provide a link. Users should take appropriate professional advice prior to making any investment or other decisions.
The website contains information relating to a range of funds and investment capabilities. The information on the website does not constitute an offer to sell or a solicitation of an offer to buy any securities and does not contain all the information necessary to fully evaluate any transaction or investment, and you should not rely on the contents of this document.
The matters described on this website are subject to discussion and amendment. Any investment decision should be made based solely upon appropriate due diligence and upon receipt and careful review of relevant offering documents. Visitors to this website should neither treat nor rely on the contents of this website as advice relating to legal, taxation or investment matters and are advised to consult their own professional advisers. Nothing in this website constitutes advice. Anyone requiring advice about the information contained in this website is recommended to consult their stockbroker, bank, manager, solicitor, accountant or other independent adviser.
Sanari has taken all reasonable care to insure that the information contained in this website is accurate as of 1 October 2015. This website includes information obtained from publicly available information and from third party sources considered to be reliable. Whilst this information is provided in good faith, it’s not, and does not purport to be comprehensive and has not been independently verified. Sanari does not give any guarantee as to the accuracy of such information, and you agree that if you proceed and invest in any of the Funds managed and advised by Sanari referred to in this website, that neither Sanari, nor its operating subsidiaries, nor any of its employees, directors and affiliates should be liable to any losses you may suffer as a result of having used or relied on the information contained in this website. These documents are for information purposes only and should not be copied, reproduced or redistributed, in whole or in part.
To the extent that information displayed on this website relates to Sanari, third parties, any past or future event, stock exchanges, financial markets, financial products, securities, derivatives, units, funds, currencies and/or exchange rates, you acknowledge that this information may not be accurate or complete.
This website may include forward-looking statements that represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realised. Actual and future results and trends could differ materially from those described by such statements due to various factors, including those beyond our ability to control or predict. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You acknowledge that past performance of Sanari or any other third party is not a guarantee of future results or returns.
Any discussion of past or proposed investment opportunities should not be relied upon as an indication of future deal flow. Targeted returns are not guaranteed.
Sanari reserves the right to terminate, suspend or modify this website and/or your use of this website, with or without notice to you at any given time should it be deemed necessary. You agree that Sanari will not be liable to you in the event that it chooses to suspend, modify or terminate this website or your use of this website.
The contents of this website, including (without limitation) any software, icons, organisation, text, links, graphics, images, sound clips, trade names, logos, trademarks and service marks are protected by law, including but not limited to copyright, patent and trademark law, and are the property of Sanari and/or third parties. Any unauthorised use of the contents, information or materials on this website is strictly prohibited. The posting of information or material on this website does not constitute a waiver of any rights in such information and materials.
The content of this website may be restricted in certain jurisdictions. Accordingly, recipients must inform themselves of, and observe, such restrictions, including legal, tax, foreign exchange or other restrictions in their relevant jurisdictions. In particular we draw your attention to the restrictions in the following jurisdictions:
- In South Africa, the information is being distributed by Sanari Capital (Pty) Ltd (FSP Licence Number 45074) and Sanari Growth Partners (Pty) Ltd (FSP Licence Number 45672). The Funds managed and advised by Sanari are generally not registered “collective investment schemes” under the Collective Investment Scheme Control Act, 2002, and nothing in this Document should be construed as constituting offering to “members of the public” an opportunity to invest in a collective investment scheme in South Africa. Sanari Capital (Pty) Ltd and Sanari Growth Partners (Pty) Ltd are authorised to render financial services under the Financial Advisory and Intermediary Services Act, 2002.
- In those member states of the European Economic Area (“EEA”) which have implemented the EU Directive on Alternative Investment Fund Managers (Directive 2011/61/EU)) (“AIFMD”) and which have established transitional arrangements in relation to marketing for which any funds managed by Sanari may qualify, marketing of any Sanari managed funds in a member state which was permitted prior to the implementation of the AIFMD may continue until the expiry of those transitional arrangements. In those member states which have implemented AIFMD but in which transitional arrangements are not/ no longer available, Sanari managed funds will only be offered in a member state to the extent that these funds: (1) are permitted to be marketed into the relevant member state pursuant to Article  of the AIFMD (as implemented into local law); or (ii) can otherwise be lawfully offered or sold (including at the initiative of investors).
- In the United Kingdom, the Funds managed and advised by Sanari are not recognised collective investment schemes for the purposes of the Financial Services and Markets Act 2000 of the United Kingdom (the “Act”). The information is being issued to, and/or is directed at, persons to or at whom it may lawfully be issued or directed under the Financial Services and Markets Act 2000 (Financial Promotion) Order2005 including persons who are authorised under the Act (“authorised persons”), certain persons having professional experience in matters relating to investments, high net worth companies, high net worth unincorporated associations or partnerships, trustees of high value trusts and persons who qualify as certified sophisticated investors. The Funds managed and advised by Sanari are only available to such persons in the United Kingdom and this document must not be relied or acted upon by any other persons in the United Kingdom.
- The Shares in the Funds managed and advised by Sanari have not been, and will not be, registered under the United States Securities Act of 1933, as amended (“US Securities Act”) or any US state securities laws or blue sky laws, and may not be offered, sold, pledged or otherwise transferred except (i) to a person who the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the US Securities Act, purchasing for their own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A; (ii) in an offshore transaction complying with the provisions of Regulation S under the US Securities Act; (iii) pursuant to an exemption from registration under the US Securities Act provided by Rule 144 there under if available; (iv) pursuant to any other available exemption from registration under the US Securities Act; (v) pursuant to an effective registration statement under the US Securities Act; or (vi) to an accredited Investor, as defined in Regulation D promulgated under the US Securities Act and in accordance with all applicable US state securities laws. No representation can be made as to the availability of the exemption provided by Rule 144 for resale of the Shares in the Funds managed and advised by Sanari. The Shares in the Funds managed and advised by Sanari are “restricted securities” within the meaning of Rule 144 under the US Securities Act and may not be sold or transferred except in a transaction or transactions registered under the US Securities Act and such state securities laws as may be required, or in a transaction or transactions exempt from such registration requirements.
Each Investor will be required to make customary private placement representations, including that such Investor is acquiring the Shares in the Funds managed and advised by Sanari for its own account for investment and not with a view to resale or distribution. Further, each Investor must be prepared to bear the economic risk of the investment in the Shares in the Funds managed and advised by Sanari for an indefinite period of time, since the Shares in the Funds managed and advised by Sanari cannot be transferred or resold except as permitted under the US Securities Act and any applicable state or non-US securities laws pursuant to registration or an exemption there from. It is extremely unlikely that Shares in the Funds managed and advised by Sanari will ever be registered under the US Securities Act. In addition, the Funds managed and advised by Sanari are not subject to registration as an “investment company” as defined in the US Investment Company Act in reliance upon the exemption specified in (i) Section 3(c)(1) for issuers whose securities are not beneficially owned by more than 100 persons and/or persons who are not “US Persons” as defined under Regulation S of the US Securities Act of 1933; and/or (ii) Section 3(c)(7) for issuers whose securities are owned exclusively by “qualified purchasers” within the meaning of Section 2(a)(51) of the US Investment Company Act and/ or persons who are not “US Persons” as defined under Regulation S of the US Securities Act of 1933. Each Investor will be subject to representations and restrictions on transfer designed to assure that it will qualify for such exemptions.
In other jurisdictions, restrictions on the distribution of this document and the availability of investments in the Funds managed and advised by Sanari also apply. The Funds managed and advised by Sanari are not authorised deposit taking institutions for the purposes of the Banking Act (Cwth) 1959.
The Financial Advisory and Intermediary Services Act requires every financial services provider to adopt, implement and maintain a conflict of interest management policy. The purpose of the Policy is to set out the parameters for managing any conflicts of interest that may arise in the rendering of financial services to customers. For more detailed information, please request a copy of the Sanari Conflicts of Interest Policy from firstname.lastname@example.org. Sanari manages and monitors the risks of personal and business conflicts of interest. Controls include awareness, disclosures, approval processes and enforcement. Sanari and its staff will not engage in or condone any activity prohibited by the Prevention and Combating of Corrupt Activities Act 12 of 2004.
All tangible gifts, benefits or hospitality, given and received, are subject to monetary limits and disclosure requirements and are limited to ordinary and acceptable business practice.
Unless disclosed to the client, no commission or incentives are paid by Sanari to any persons other than its representatives.
> What you should know about investing in a Section 12J company (“VCC”)
- A VCC can only invest in “Qualifying Companies” (Qualifying Companies satisfying the conditions of a “qualifying company” as defined in Section 12J of the Income Tax Act) and cannot invest greater than 20% of the capital raised in any one Qualifying Company.
- The VCC must invest a minimum of 80% of the capital it raises into Qualifying Companies by the end of the year of assessment after the expiry of 36 months calculated from the date of first issue of VCC shares to investors.
- The VCC is a company and is subject to normal tax in the company. The VCC will pay CGT on gains on disposal of investments in Qualifying Companies. The VCC is exempt from Dividends Tax on dividends declared by Qualifying Companies.
- The VCC must qualify for an approved VCC status in each year of assessment – non-compliance may trigger a withdrawal of an approved VCC status resulting in penalties in the VCC.
- Qualifying Investors receive an upfront tax deduction equal to 100% of the amount invested when subscribing for equity shares in the VCC. Qualifying Investors are any investors that pay tax in South Africa and that is not a Connected Person (per the Income Tax Act) in relation to the VCC. Investors may make incremental investments into the VCC, however the tax deductions will be available in the year of assessment during which the investors makes an investment into the VCC.
- Investors enjoy the permanent tax deduction if VCC shares are held for a minimum of 5 years, and would be subject to recoupment if sold prior to 5 years holding.
- Investors pay CGT if they sell the equity shares held in the VCC and these shares have a base cost equal to zero if the investor claimed the allowable 12J deduction.
- Investors pay dividends withholding tax (unless exempt) on dividends received from the VCC.
- See Section 12J of the Income Tax Act for requirements to be met by the fund to maintain its VCC status and specific requirements for investments into Qualifying Companies.
> Anti-Money Laundering
Sanari is an “accountable institution” as defined by the Financial Intelligence Centre Act 28 of 2001 and, as such, is required to perform what is known as “Know Your Client” verification on existing and potential clients. Sanari is also subject to the Protection of Constitutional Democracy against Terrorists and Related Activities Act 33 of 2004. Sanari is therefore obliged to request information and verifying documentation from clients and potential clients. Additional information and documentation may also be required by Sanari for legitimate business purposes and to enable it to perform its contractual obligations to clients.
The nature of this verification differs depending on the legal nature of the client. To obtain details of the documentation required please email email@example.com. Sanari undertakes to retain this documentation solely for the purposes of complying with the relevant anti-money laundering and anti-terrorism legislation.
> Compliance department
> Information manual
Sanari Information Officer: Samantha Pokroy, +27 11 712 1772, firstname.lastname@example.org
You may request a copy of our Information Manual by emailing email@example.com.
We will reply to any complaints that we receive. For more detailed information, please request a copy of the Sanari Complaints Policy from firstname.lastname@example.org. Those complaints that are submitted in terms of the Financial Advisory and Intermediary Services Act, 37 of 2002 should be in writing and can be addressed to us at email@example.com or via mail to PO Box 230, Strathavon, 2031. If you are dissatisfied with the response, we would encourage you to engage us directly but you may elect to contact the Ombud for Financial Services at:
PO Box 74571
Tel: +27 12 470 9080
> Fraud – misuse of the Sanari name
The Sanari name and logo could be misused for fraudulent purposes by organisations and individuals unconnected to Sanari or any of its holding, subsidiary or associated companies. These misuses include unsolicited communications with requests for money and personal details, and claims that Sanari is the guarantor of financial transactions.
Sanari takes these matters seriously. If you receive any communication that looks suspicious or you feel you may be the intended victim of a fraudulent scheme involving the Sanari name or logo, please forward it to: firstname.lastname@example.org.
> Insurance cover
> Asset ownership: Fund mandate
> Cancellations and Terminations
> Your Behaviour When Using This Website
- You may not use this website to obtain or distribute:
- copyrighted material or material protected by laws relating to intellectual property rights without the permission of the owner of the intellectual property rights in such material;
- material containing viruses or any other destructive materials or data or code which is able to corrupt, interfere with, jeopardise, disrupt, disable, harm or otherwise impede in any manner the operation of a computer system or hardware or software;
- material which is defamatory, unlawful or contains hate speech; or
- bulk e-mail, whether solicited or unsolicited.
- You must not interfere with or jeopardise the functionality or the operation of any part of this web site or attempt to interfere with or jeopardise, disrupt, disable, harm or otherwise impede in any manner the functionality or operation of any part of this website.
- You are strictly prohibited from using this website for “spoofing”, “hacking”, “flaming”, “cracking” or “spamming”.
- You may not intercept any information transmitted to or from Sanari or this website.
- You must respect other users of this website at all times.
> Links To And From This Website
Sanari, its affiliates, subsidiaries, employees, servants and/or agents do not endorse and are not responsible or liable for the contents, maintenance of, or activities conducted on, any website to which this website provides a link.
Despite the fact that this website may refer to or provide links to other websites, your use of such other websites is entirely at your own risk and we are not responsible for any loss, expense, claim or damage, whether direct, indirect, special or consequential, arising from your use of such other websites or your reliance on any information contained in such other websites.
You are not permitted to link or “deep link” to this website or to “frame” any part of this website, without the prior written permission of Sanari.
Sanari and its operating subsidiaries are subject to financial services legislation such as the Financial Advisory and Intermediary Services Act 37 of 2002. This legislation imposes obligations on Sanari to request and retain information from clients and client representatives to enable Sanari to perform its obligations lawfully, fairly and competently.
Sanari is committed to protecting client information and undertakes to use the information only for the purposes for which it was requested and to never deliberately share such information with any entity outside of the Sanari Group. Sanari has implemented controls and information technology security designed to protect personal information from unauthorised use.
- We do
- Treat all personal information submitted via this website (‘information’) as confidential
- Treat your information in accordance with applicable law and best practice, for example by not keeping it longer than is necessary
- Only collect information such as your name, contact details, employer and place of residence, and only with your consent
- Use information only for the purpose of sending you press releases, answering queries or providing you with information you have requested
- Take appropriate technical and other security measures to safeguard your information
- We do not
- Sell or disclose information to third parties outside the Sanari Group, unless you have expressly consented to this or we become legally obliged to do so
- Automatically collect personal information
- You are entitled to
- Browse this site without disclosing any personal information
- Instruct us to remove any of your information which we may have included on a mailing list for marketing purposes with your consent
- Request details of your information held by us and to demand its correction or deletion where appropriate
- We are entitled to
- writing to email@example.com
- telephoning +27 11 712 1449
- by contacting the compliance officer.
- Unless inconsistent with the context, words or phrases which are defined shall bear the meaning assigned to them.
- Unless inconsistent with the context, words referring to:
- one gender include a reference to the other genders;
- the singular include the plural and vice versa; and
- natural persons include artificial persons and vice versa.