ownership by US persons is tricky, period. In fact, it's questionable whether an IRA of an accredited person can own it. It would be best to be owned in an IRA that's not a rollover or would not be considered ERISA money.
Owning in a taxable account is a no go unless you want to file PFIC form and have it taxed in an onerous fashion.
One can buy the less liquid ADR in a non rollover IRA of an accredited investor and I think that it's okay from what I've read.
The Placing Shares have not been and will not be registered under the applicable securities laws of the United States, Australia, Canada, Japan, New Zealand or South Africa. Subject to
certain exceptions, the Placing Shares may not be offered or sold within the United States, Australia, Canada, Japan, New Zealand or South Africa or into any other jurisdiction where to
do so would constitute a violation of applicable laws or regulations of such other jurisdiction or to any national, resident or citizen thereof. The Placing Shares may not be offered or sold to
or for the account or benefit of U.S. persons (‘‘U.S. Persons’’) as defined in Regulation S (‘‘Regulation S’’) under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’).
The Placing Shares are being offered and sold only to non-U.S. Persons in the Netherlands and selected other jurisdictions in offshore transactions in reliance on Regulation S, provided
such persons are also Qualified Eligible Persons (‘‘QEPs’’) under U.S. Commodity Futures Trading Commission (‘‘CFTC’’) Rule 4.7.
Neither the U.S. Securities and Exchange Commission (the ‘‘SEC’’) nor any U.S. state securities commission has approved or disapproved of the Placing Shares, nor have they passed upon
or endorsed the merit of the Placing or the accuracy or completeness of this Prospectus. Any representation to the contrary is a criminal offence in the United States. The Company has not
registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the ‘‘Investment Company Act’’), and investors will not be entitled to the benefits of
that Act.
The Placing Shares may not be acquired by: (i) investors using assets of: (A) an ‘‘employee benefit plan’’ as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act
of 1974, as amended from time to time (together with the applicable regulations thereunder, ‘‘ERISA’’), that is subject to Title I of ERISA; (B) a ‘‘plan’’ as defined in Section 4975 of the
U.S. Internal Revenue Code (the ‘‘IRC’’), including an individual retirement account or other arrangement that is subject to Section 4975 of the IRC; or (C) 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 IRC (‘‘ERISA Plans’’); or (ii) a governmental,
church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975
of the IRC.
Each Manager is acting exclusively
