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 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. ScotGems plc (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 offer and sale of 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.
By using this website you confirm that you have read, understood, and accepted these conditions. The Company may change these conditions. The changes will be posted on the website and you should check regularly to see any changes or updates to these conditions. Your access to this website is governed by the version of these conditions then in force.
1. Terms and conditions
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 ScotGems plc and any of its subsidiaries and related companies (including, for these purposes, First Sentier Investors International IM Limited, trading as Stewart Investors, to whom ScotGems plc has delegated certain portfolio management responsibilities), and references to "the Company’s website" are to the website available at www.scotgems.com and also include, but are not limited to, the text, documents, images, links, sounds, graphics, and video sequences displayed on the website (the "Materials"). The Company’s website has been issued and approved by First Sentier Investors (UK) Limited, trading as Stewart Investors, in its capacity as ScotGems plc’s Alternative Investment Fund Manager which is authorised and regulated in the UK by the Financial Conduct Authority.
1.3. By clicking and entering www.scotgems.com you agree that you have read and accept these terms and conditions. If you do not agree, do not use www.scotgems.com. 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. First Sentier Investors (UK) Limited and First Sentier Investors International IM Limited are part of First Sentier Investors (“FSI”) a member of MUFG, a global financial group. First Sentier Investors includes a number of entities in different jurisdictions. 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.
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.scotgems.com. 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 necessarily a guide to future performance.
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.
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 non-commercial use or non-commercial 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 "ScotGems plc" name and logo are owned by the Company or are used by the Company under licence. 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:
9.1. who are in the United States or who are, or are acting for the account or benefit of, US Persons; or
9.2. who are in a jurisdiction where it is not lawful to access the Materials.
By clicking "I understand and agree" below, you represent, warrant and agree that you (1) have read and understood the terms and conditions and other information set out above, (2) agree to be bound by its terms and acknowledge that the Company and its affiliates, subsidiaries, directors and advisers may rely on your agreement, (3) are permitted under applicable laws and regulations to receive the information contained in the pages that follow and, (4) agree that you will not transmit or otherwise send any information contained in this website to any person in the United States, to any US Person, or to publications with a general circulation in the United States. If you cannot so certify and agree, you must click the button labelled "I decline" or otherwise exit this website.
The principle of stewardship is central to Stewart Investors’ investment philosophy.
The investment style is inherently conservative, focusing on the potential downside as well as on the upside of any investment. Capital preservation is deemed to be as important as capital growth.
The focus on stewardship is particularly appropriate when investing in smaller companies with restricted public coverage, limited liquidity and, sometimes, relatively short performance records.
Each investment opportunity is evaluated in line with the following:
At the heart of our investment approach is the concept of stewardship. We believe our job is to allocate our clients’ capital to good quality companies with sound growth prospects and strong management teams, ensuring we pay sensible prices for these investments. Each investment is a decision to purchase, on behalf of our clients, not a piece of paper or an electronic ticker, but part of a real business with all the rights and responsibilities that go with this. We take these rights and responsibilities seriously. We also believe the way we behave as investment professionals and the role we play in the broader industry are important in this regard.
We define risk as the risk of losing our clients’ money, rather than in terms of deviation from any benchmark index. We focus as much on the potential downside of each investment decision as on the anticipated upside.
We make investment decisions with a long-term horizon and are incentivised accordingly.
We invest in companies, not sectors or countries. Our starting point is always to find good quality companies. Only then do we consider the political and economic environment in which they operate.
We emphasise management integrity, corporate governance and the historic ability to develop and execute successful long-term strategies. The strength of the business franchise and approach to financial risk are also deemed critical.
Our preference is to invest in companies able to generate a steady, predictable growth in cashflows over the long-term, recognising that companies growing too fast usually come unstuck.
We strive to ensure we pay sensible prices for our investments. We believe every company of sufficient quality has a fair value and that there is no single catch-all valuation methodology to assess this fair value.
The Company’s Investment Manager is Stewart Investors.
Stewart Investors manages portfolios on behalf of clients in Asia Pacific, Emerging Market, Frontier, Latin American, Worldwide and Sustainable equity investment strategies.
Primarily based in Edinburgh, with offices in London, Singapore and Sydney, Stewart Investors has a distinct culture and investment philosophy which is unchanged in more than two decades, since the launch of the first investment strategy in 1988.
The incentive scheme at Stewart Investors sees portfolio managers and analysts invest alongside clients in the funds they run for them.
Stewart Investors, which is a trading name for First Sentier Investors International IM Limited, is the Company’s investment manager and is a member of MUFG, a global financial group. Based in Edinburgh with offices in London, Singapore and Sydney, the current team at Stewart Investors traces its origins to the establishment of an Asia Pacific (ex-Japan) desk at Stewart Ivory in 1988; this team has grown considerably since, expanding its coverage to Global Emerging Market, Small Cap, Sustainability and Worldwide long-only equity strategies.
The Portfolio Manager is Tom Prew, supported by Chris Grey.
Tom Prew is a Portfolio Manager and Analyst with the St Andrews Partners team at Stewart Investors. He joined the team as a graduate in 2006. Tom also sits on the Stewart Investors Board.
Tom has lead manager responsibilities for a number of GEM strategies.
Chris Grey is an Analyst with the St Andrews Partners team at Stewart Investors. He joined the team in September 2015.
Chris graduated with a law degree from the University of Aberdeen in 2011 and worked at Deloitte for three years, where he qualified as a Chartered Accountant, before joining Stewart Investors.
The Company’s objective is to provide shareholders with long term capital growth.
The Company seeks to achieve its investment objective by investing in a diversified portfolio of Small Cap Companies. The Company’s portfolio will consist primarily of companies that are incorporated or listed in emerging markets or listed on developed market exchanges where a majority of their activities take place in emerging markets. The Company will invest across a range of sectors. Small Cap Companies are defined as those with a market capitalisation of less than USD 2.5 billion at the time of investment. The Company may only invest in unlisted companies where it is reasonably expected that such companies will be listed within 12 months from the time of investment. The aggregate value of all investments in unlisted companies (based on the original book cost of each investment) shall be limited to 15 per cent. of the net assets of the Company at the time of investment.
The Company’s portfolio is expected to be concentrated as the number of investments in the portfolio will typically range between 30 and 50 holdings in normal market circumstances. It is intended that a diversified portfolio will be maintained at all times, and the single largest investment will not exceed 15 per cent. of net assets of the Company at the time of investment.
The Company has not set any maximum or minimum exposures for any geographical regions or sectors and will achieve an appropriate spread of risk by investing in a diversified portfolio of equity and equity related securities issued by Small Cap Companies including, for example (but without limitation) ordinary, preference, non-voting and convertible securities and warrants. However the Company’s exposure to warrants will not exceed 5 per cent. of the Company’s net assets at the time of investment and the Company will not hold warrants if their exercise would breach any other limits set out in this investment policy. The Company will not participate in any stocklending or short selling of securities. Other than warrants, derivatives may only be used for the purpose of efficient portfolio management and with the prior approval of the Board.
Cash may be held for working capital purposes and while awaiting investment. It can be invested in cash deposits, gilts and money market securities, fixed interest securities and money market funds.
The Company may borrow money for investment purposes if the Board considers it appropriate. Borrowings are limited to a maximum of 20 per cent. of the Company’s net assets at the time of drawdown.
Any material change to the Company’s investment policy will require the approval of Shareholders at a general meeting. In the event of a breach of the Company’s investment policy, the Board will announce through a Regulatory Information Service the actions which will be taken to rectify the breach.
Please see profiles of each Director below:
All of the independent Directors are members of the Audit and the Remuneration Committees.
William is the Senior Partner of Hansa Capital Partners, Deputy Chairman of Ocean Wilsons Holdings Limited and its listed subsidiary Wilsons Sons Limited and a Director of Hansa Trust PLC. William has worked within the fund investment business for many years and was responsible for developing Finsbury Asset Management and the Finsbury range of funds based on the concept of early recognition of key investment trends, such as life sciences and technology.
James is a founding partner and a director of Findlay Park Partners LLP. He began his City career with Hoare Govett in 1978 and was a fund manager and Director of Foreign and Colonial Management Limited from 1983 to 1997. He is currently a non-executive Director of Troy Asset Management Limited.
James has a background in the telecoms and technology sectors and is currently the CEO of a telecom startup in the UK. Prior to this James was the founding CEO of edotco, the spinout of Axiata’s infrastructure in five Asian markets and from April 2011 to April 2014 he was Group CFO of its parent, Axiata, one of Asia’s largest telecommunications groups. During the previous decade James was CFO for Vodafone in Central Europe and Africa, Group CFO of Celtel, the pan-African mobile operator prior to its sale to Airtel, and CFO of UbiNetics, the Cambridge UK-based software developer successfully sold to Cambridge Silicon Radio (CSR plc) and Aeroflex. He is currently an independent non-executive director for Dialog Axiata PLC. James is a member of the Institute of Chartered Accountants of Scotland.
Angus is a former Joint Managing Partner of Stewart Investors. Joining Stewart Ivory in 1988, he established that firm’s Asia Pacific (ex Japan) desk, founding and managing various regional investment mandates over the following 28 years; these included Asia Pacific, Global Emerging Markets and Asian Small Cap strategies. Prior to joining Stewart Ivory, Angus was employed by Cazenove for eight years, three of which were spent based in their Hong Kong office.
Anne has a background in investment management and retired from Cazenove Capital Management at the end of 2012. She was most recently a Fund Director in the Private Client department of Cazenove Capital Management. She joined Cazenove in 1989 and assumed responsibility for Asian and Japanese portfolios, later becoming Head of the Emerging Markets team and then the Global Equity team. Anne was Chief Investment Officer from 2001 to 2008. Previously, she held positions at Standard Chartered Bank and Hambro Pacific, based in Hong Kong. She is a non-executive Director of Hg Capital Trust plc and Scottish Oriental Smaller Companies Trust plc.