KFLTPC-UI...Access to selected high-quality Private Equity with high growth potential
IPO: 25 July - 8 August 2022
KFLTPC-UI: Krungsri Long Term Private Capital Fund-Not for Retail Investors
IPO: 25 July – 8 Augst 2022
Every 1,000,000 Baht investment amount in KFLTPC-UI during IPO: Receive investment units of KFCASH-A valued 2,000 Baht (Please study terms & conditions*)
Not for retail investors. Mutual fund for institutional and ultra-high net worth investors only. High-risk or complex mutual fund.
Unique characteristics of KFLTPC-UI
1. Opportunity to get access to high quality Private Equity firms with high growth potential
Source: BlackRock LTPC | Investment is in US dollars | Info as of 1 April 2022
- Focus investing in Private Equity firms which are hard for investors to access
- Identify companies with strong fundamentals from a comprehensive range of industries that have clear-cut business operations and long-term growth potential.
2. Goals-oriented strategies to generate an outstanding and attractive growth of the invested capital
- Adopt active ownership strategy to enhance business capability and generate greater business value.
- Profit-sharing structure that is aligned with the performance for the greatest benefit of investors and invested companies
Source: BlackRock LTPC as of 1 Apr. 2022
3. Invest in the master fund, Blackrock Long Term Private Capital
having the long-established experienced team and proficient partners and close relationship with a wide range of companies and experts, joining forces to explore the opportunities, analyze the attractiveness, and develop strategic plans in business operations.
Investment strategy of the master fund
Source: BlackRock LTPC | Investment strategy may vary upon fund manager’s discretion
Insights into the current portfolio of the master fund
Five high-quality companies with growth potential
Source: BlackRock LTPC | Investment is in US dollars | Information of the total investment portfolio in the Fund as of 31 Mar 22 | Any reference to the companies in this document is for the purpose of clarification of the investment strategy and should not be used as recommendation for making investment in each company individually.
Example of invested company: Creed … A multi-century old fragrance selling company
Source: BlackRock LTPC | Investment is in US dollars | 1 – Info as of 31 Mar. 2022 | Any reference to the companies in this document is for the purpose of clarification of the investment strategy and should not be used as recommendation for making investment in each company individually.
Outstanding track record of the master fund’s performance
Behind the fund’s high-quality and flexible portfolio regardless of market condition, it aims to generate consistent returns throughout the investment cycle.
Source: BlackRock LTPC | Investment is in US dollars | Info as of 31 Mar. 2022 | The performance shown is since the inception of the fund in March 2019 | IRR - figures are in round numbers.
Fund details of KFLTPC-UI
- Minimum 80% of NAV in average of fund accounting year are invested in the Master Fund named, BlackRock Long Term Private Capital, SCSp which managed by BlackRock, Inc.
- The Master Fund has an investment strategy of private equity buyout by investing mainly in the shares of companies with a target size of US$ 500 million to US$ 2 billion which are leading companies having strong fundamentals, good competitive advantage, predictable cash flows, attractive and consistent return on equity, high-caliber management team, and supporting factors that enable the business to grow further. The main objective is to have full or partial controlling ownership interest in these companies
- The Thai Fund will not enter into short sale transactions, transactions under repurchase agreements, and borrowings, except engaging in borrowings for efficient portfolio management as specified in the Mutual Fund Project.
- The Thai Fund may consider investing in derivatives for the purposes of hedging against currency risk and efficient portfolio management (EPM) at the discretion of the Management Company. In this regard, the portion of derivatives investment for EPM shall not exceed 5% of the fund’s NAV.
- This Fund aims to track investment return of the Master Fund whereas the Master Fund aims to provide capital growth over the long term by focusing on investing in the equity interests of unlisted companies (private equity) worldwide.
||8+ Significantly high | Hedge against foreign exchange risk at the discretion of the Fund Manager. Normally the Fund will hedge against foreign exchange risk on an average of 80% of the foreign investment value.
||IPO: During 25 July - 8 August 2022
After IPO: Investors can subscribe the investment units on a quarterly basis by referring to the announcement on subscription and redemption rate as specified by the Management Company.
||Once a year on 30 June. (please refer to the announcement on subscription and redemption rate as specified by the Management Company.)
|Minimum initial subscription
||1,000,000 Baht | Minimum next subscription: 500 Baht
|Dividend payment policy
- Investors who have good understanding of the key features, risks and return of private equity and can accept the volatility of the unit price of private equity fund in which the Fund invests which may be higher or lower than the investment amount and may result in a loss of investment.
- Only institutional investors and high net worth investors meeting the qualifications as specified.
Every 1,000,000 Baht investment amount in
*Terms & conditions
Krungsri Long Term Private Capital Fund–Not for Retail Investor (KFLTPC-UI)
during 25 July – 8 August 2022
receive investment units of KFCASH-A valued 2,000 Baht
- This promotion is applicable to the NET investment amount in Krungsri Long Term Private Capital Fund–Not for Retail Investor (KFLTPC-UI) during IPO period only.
- The Management Company will calculate the total investment amount based on each investor’s unitholder account number. In case an investor has more than 1 account, the Management Company will not consolidate the total investment amount from all accounts for this promotion.
- The total amount of investment amount that is less than 1,000,000 Baht will be not counted to receive the investment units in this promotion.
- The Management Company will allocate the promotion units of KFCASH-A to the eligible investors within 30 September 2022, while the units of KFCASH-A will be calculated at its NAV price on the allocation date. In this respect, if KFCASH-A or other fund with equivalent value applies LMTs at the above-mentioned period, the Management Company reserves the rights to change the allocation of investment units after the termination of LMTs usage.
- Subscription through unit-linked life insurance, provident funds, and omnibus accounts are not eligible for this promotion.
- The Management Company reserves the right to offer other equivalent investment units to KFCASH-A or change terms & conditions of this promotion without prior notice. In this regard, the changes will be deemed final upon the Management Company's discretion.
- This promotion expense is charged to the Management Company, not the fund.
Important risk factors of the master fund 1. Capital at risk
2. Valuation risk
- The value of investments and the income from them can fall as well as rise and are not guaranteed. The investor may not get back the amount originally invested.
- Past performance is not a reliable indicator of current or future results and should not be the sole factor of consideration when selecting a product or strategy.
- Changes in the rates of exchange between currencies may cause the value of investments to diminish or increase. Fluctuation may be particularly marked in the case of a higher volatility fund and the value of an investment may fall suddenly and substantially. Levels and basis of taxation may change from time to time.
- An investment in the Master Fund is speculative and includes a high degree of risk, including the risk of a total loss of capital. Any investment decision with respect to the Master Fund must be based solely on the most current version of each of the offering memorandum, the Master Fund’s governing documents and each Limited Partner’s subscription agreement. There is no assurance that the Master Fund or any of the strategies or any investment in securities or assets will achieve its objectives.
3. The Partnership does not have a fixed term and withdrawals generally will be not permitted.
- The Master Fund will be exposed to securities and other assets that will not have readily assessable market values. In such instances, the Fund Manager of the Master Fund will determine the fair value of such securities and assets in its reasonable judgment based on various factors and may rely on internal pricing models.
- The valuation of illiquid securities and other assets is inherently subjective and subject to increased risk that the information utilized to value such assets or to create the price models may be inaccurate or subject to other error. Due to a wide variety of market factors and the nature of the securities and assets to which the Partnership will be exposed, there is no guarantee that any value determined will represent the value that will be realized on the eventual disposition of the Partnership’s investments or that would, in fact, be realized upon an immediate disposition of such investment.
4. Limited Partners will not be allowed to voluntarily withdraw their Interests.
- The Partnership is not intended to be a short-term investment and has no certainty of returns. The Partnership is intended only for long-term investors able to accept the risks associated with an illiquid investment.
- The Partnership does not have a fixed term and is generally expected to retain and reinvest proceeds from Investments. Additionally, even if an LP Termination Event or a Dissolution Event occurs (as defined in the Private Offering Memorandum), the Representative may cause the Partnership to continue to hold some or all Investments until at least the two year or five year anniversary of the relevant LP Termination Event provided that such date may be extended by the General Partner by up to two terms of one year each with the prior consent of all of the Cornerstone Investors. Investors should ensure that they have read and understand the Private Offering Memorandum and the operation of the Partnership following an LP Termination Event.
5. No Assurance of Investment Return
- Limited Partners should understand that the right to redeem all or any portion of their LTPC Units is significantly limited and therefore, there can be no assurance that the Partnership will satisfy any redemption requests. For the avoidance of doubt, a Limited Partner will remain subject to all of the risks associated with an investment in the Partnership until all of such Limited Partner’s LTPC Units have been redeemed.
6. Difficulty of Locating Suitable Investment
- There can be no assurance that the Partnership will be able to generate returns for the Limited Partners. Even if the Investments prove successful, returns realised by the Partnership are expected to be reinvested in Investments and accordingly the Partnership will likely not produce a realised return to a Limited Partner unless such Limited Partner transfers its Interests in connection with a Liquidity Pool or otherwise. There can be no assurance, however, that a market for the purchase or sale of Interests will develop. Accordingly, Limited Partners may not be able to generate returns in connection with their investments in the Partnership. Additionally, even if such returns are generated, there can be no assurance that the returns will be commensurate with the risks of investing in the type of companies and transactions targeted by the Partnership.
7. Leveraged Portfolio Companies
- There can be no assurance that there will be a sufficient number of suitable investment opportunities to enable the Partnership to invest all of its committed capital in opportunities that satisfy the Partnership’s investment objectives or that such investment opportunities will lead to completed investments by the Partnership. The availability of investment opportunities generally will be subject to market conditions as well as, in some cases, the prevailing regulatory or political climate.
- The Master Fund may make investments in Portfolio Companies which may be highly leveraged or may incur leverage. Leverage may have important adverse consequences to these Portfolio Companies and the Master Fund as a direct or indirect investor in these companies. The amount of a leveraged company’s borrowings and the interest rates on those borrowings, which may fluctuate from time to time, as well as the fees and other costs of borrowing, may have a marked effect on a leveraged company’s performance. These companies may be subject to restrictive financial and operating covenants. Leverage may also impair these companies’ ability to fiancé their future operations and capital needs. In addition, although these companies may incur leverage, including from the Master Fund, proceeds of this debt may be paid as a dividend to stockholders and not invested in operating or financial assets, or otherwise retained by the company. As a result, these companies’ flexibility to respond to changing business and economic conditions and to business opportunities may be limited. A leveraged company’s income and net assets will tend to fluctuate at a greater rate than if borrowed money were not used. In addition, a Portfolio Company with a leveraged capital structure will be subject to increased exposure to adverse economic factors such as a significant rise in interest rates, a severe downturn in the economy or deterioration in the condition of the Portfolio Company or its industry. In the event that a Portfolio Company is unable to generate sufficient cash flow to meet principal and interest payment on its indebtedness, the value of any equity investment by the Master Fund in a Portfolio Company could be significantly reduced or even eliminated.
(1) The information of BlackRock Long Term Private Capital, SCSp presented herein are only the essential part selected from the whole contents and translated from the original English language version. Accordingly, in case of any discrepancy or inconsistency, the English language version shall prevail.
(2) In the case that the Master Fund makes any amendments to the fund scheme which are considered as insignificant by the Management Company, the Management Company reserves the right to amend the Mutual Fund Project in accordance with the amendments made by the Master Fund by deeming that approval has been granted by the unitholders.
Details of KFLTPC-UI
- Krungsri Long Term Private Capital Fund-Not for Retail Investors (“KFLTPC-UI”) focuses on investing in the Master Fund named BlackRock Long Term Private Capital, SCSp, which has a policy to invest in the shares of private equity firms worldwide, particularly in the countries across North America and Western Europe, without investment limits. Accordingly, this Fund is different from and carries higher risks than general mutual funds. Besides, the Fund has low liquidity, and thus investors may lose their investment principal or not receive the investment return as expected. This fund is therefore suitable only for investors who have a good understanding of this type of securities and can accept high level of loss.
- The Master Fund is established as a special limited partnership in Luxembourg and classified as an alternative investment fund under the Alternative Investment Fund Managers Directive (AIFMD) which is unregulated by the authorities to protect retail investors. This Fund is thus suitable only for high net worth investors and institutional investors.
- The Master Fund is a newly formed entity with no operating history upon which prospective investors may evaluate its likely performance. While the Investment Manager has experience managing investment funds, the Master Fund will have a different portfolio of investments and is expected to have a materially different investment strategy than previous investment funds managed by the Investment manager. Accordingly, the Master Fund’s results will be independent of the previous results obtained by other investment funds managed by the Investment Manager. The Master Fund aims to invest in high-quality companies across a wide spectrum of industries that are expected to generate consistent return to shareholders by identifying investment opportunities from various sources, including family businesses looking for long-term investment cooperation rather than growth-driven capitalists, private equity funds planning to exit the portfolio companies that consistently generate operating revenue, companies wishing to sell some or all shares of profitable subsidiaries, as well as the companies that are in need of long-term capital from experienced investors and offer superior conditions to attract these investors to acquire minority interests. Such investment strategy has the difficulty of locating suitable investment and the Master Fund therefore can give no assurance that there will be a sufficient number of suitable investment opportunities to enable the Master Fund to invest all of its committed capital in opportunities that satisfy its investment objectives or that such investment opportunities will lead to completed investments by the Master Fund. The availability of investment opportunities generally will be subject to market conditions as well as, in some cases, the prevailing regulatory or political climate.
- The Master Fund may not be able to identify or acquire an appropriate number of investment opportunities. In light of the targeted size of each Portfolio Company Investment, which is generally expected to range from US$ 500 million to US$ 2 billion, the assets of the Master Fund will be less diversified and liquid than other general investments. Besides, as the Master Fund concentrates its investments in North America and Western Europe, and may invest heavily in one single sector, therefore, the performance of the Master Fund may be more volatile than that of the general mutual funds that are well diversified. Investors should take into consideration the risk factors and the diversification of risks in their total portfolio investments.
- The Master Fund may acquire securities that are subject to legal or any other restrictions on transfer or for which no liquid market exists. As a result, The Master Fund may be unable to liquidate its position in such securities in a timely fashion. In addition, the market prices, if any, for such securities tend to be more volatile and the Master Fund may not be able to realize what it perceives to be their fair value in the event of a sale. Although the Fund Manager of the Master Fund expects that certain Portfolio Company Investments may generate current income for the Master Fund, the return of capital and the realization of gains, if any, from a Portfolio Company Investment will occur only upon the disposition or refinancing of such Portfolio Company Investment. Although a Portfolio Company Investment may be sold at any time, in most cases this will not occur until a number of years after the initial investment is made. An investment in this Fund is therefore suitable only for certain sophisticated investors with proper investment knowledge and experience who have no need for liquidity in such investment. Moreover, the Master Fund may invest in securities that are not listed on a stock exchange or traded in an over-the-counter market. These securities may be less liquid than publicly traded securities. Further, companies whose securities are not publicly traded are not subject to the disclosure and other investor protection requirements which would be applicable if their securities were publicly traded.
- The Master Fund will be exposed to securities and other assets that will not have readily assessable market values. In such instances, the Fund Manager of the Master Fund will determine the fair value of such securities and assets in its reasonable judgment based on various factors and may rely on internal pricing models. Accordingly, the valuation of illiquid securities and other assets is inherently subjective and subject to increased risk that the information used to value such assets or to create the price models may be inaccurate or subject to other error, and there is no guarantee that any value determined will represent the value that will be realized on the eventual disposition of the Master Fund’s investments.
- KFLTPC-UI has limited liquidity because it is not open for daily trading like general open-ended funds. The mutual fund units of the Fund are offered for subscription four times a year, which is subject to change depending on the investment environment of the Master Fund at any point in time, whereas the redemption of mutual fund units is allowed once a year. Moreover, the Fund may accept redemption in the amount less than the desired redemption amount of the unitholders or not accept redemption at all in some years based on the discretionary decision of the Master Fund. Investors should have an understanding before investing that the right to redeem their mutual fund units is subject to significant restrictions and there is no guarantee that the Master Fund will be able to process the redemption as per order.
- Both KFLTPC-UI and the Master Fund do not have a fixed term. However, KFLTPC-UI may be terminated if the Master Fund is dissolved upon occurrence of an LP Termination Event or a Dissolution Event. Despite that any of such events occurs, the General Partner or the authorized investor representatives may assign the Master Fund to continue to hold some or all Portfolio Company Investments until either the five year anniversary of the Master Fund’s inception or two year anniversary of the relevant LP Termination Event. Such date may be extended by the General Partner up to two terms of one year each with the prior consent of all of the Cornerstone Investors. In addition, following an LP Termination Event, the General Partner, in its reasonable discretion, may cause the Master Fund to retain proceeds from the disposition of investments to establish and maintain reserves for the payment of the Master Fund’s operating expenses and the payment of any outstanding liabilities. As such, unitholders are unable to forecast when the Master Fund will liquidate and distribute assets relating to Portfolio Company Investments during the extended period following an LP Termination Event.
- An LP Termination Event may occur when at least 67% of the Cornerstone Investors who are not connected companies send a letter to the General Partner, demanding the latter to stop making additional investment, or when the Liquidity Dividend is paid out for three consecutive years, or when an illegal conduct or fraud is committed by the Master Fund, its Fund Manager, or the Managing Director who is a member of the investment team, or when the Master Fund is in material breach of the Partnership Agreement.
- A Dissolution Event may occur if the General Partner request for dissolution of the Master Fund at its discretion with prior consent of the majority of unitholders who are not connected companies or when the Master Fund is required to be dissolved in accordance with relevant regulations.
- In the event that the Master Fund enters into liquidation, the timeframe for distributing the Liquidating Distributions shall be based mainly on the ability of asset disposition of the Master Fund because some types of the assets invested by the Master Fund are difficult to dispose of. Unitholders may not receive the final portion of the Liquidating Distributions for a long time, which can often take several years. During such period, unitholders are still subject to the risks related to their interest in the Master Fund and the remaining interest will fluctuate in line with the asset value. Moreover, the Master Fund may have to sell, distribute or dispose of the assets during the time that the Master fund is put at a disadvantage as a result of the liquidation process.
- Although prior to a Dissolution Event, the General Partner will use its reasonable efforts to make distributions in cash, the General Partner may also make the distributions in-kind. Interests in investments that are distributed in-kind may be subject to restrictions on transfer or resale, especially holding of investments of private illiquid securities which may entail significant administrative burden. In addition, the direct holding of certain investments may subject the holder to suit or taxes in states in which such investments are located. In the event of a distribution of securities or other assets, such securities or other assets shall be deemed to have been sold at their fair value and the proceeds of such sale shall be deemed to have been distributed in the form of proceeds to the unitholders receiving such distributions in-kind.
- KFLTPC-UI has the restriction on receiving the subscription orders and redemption orders in advance for a long period before the orders are actually processed on the trade date. In this regard, the trade date for redemption will be the last day of the second quarter, third quarter and fourth quarter of each year. Such dates may be changed at the discretion of the Master Fund. The Fund shall calculate the NAV on a quarterly basis by calculating and announcing the NAV within 64 days next to the end of each quarter or later. These provisions are specified in accordance with the practical guidelines of the Master Fund which are different from the general mutual funds. Investors are advised to thoroughly study the announcement on the trade dates specified by the Management Company before making investment decision.
- In sending the subscription order, investors have to send the subscription orders together with the payment for subscription in advance of the trade date of each round in accordance with the announcement on the trade dates specified by the Management Company and cannot cancel such transaction. The subscription orders will be processed on the trade date which is the last day of each quarter and investors will be allocated the mutual fund units after the Fund has calculated the NAV for that round which will be calculated and announced within 64 days from the end of the quarter or later. Accordingly, the period from sending of the subscription order together with payment to the calculation of the NAV per unit, investors will not be allocated the additional mutual fund units until the NAV per unit of the Fund is calculated and announced.
- The Master Fund shall notify investors of the available subscription amount as well as the relevant methods and conditions on an annual basis at its discretion. Accordingly, investors may not be able to make additional investment or invest in the investment amount as desired or make regular investment.
- Investors may specify any day not later than the closing date for sending the transaction orders in each round on the subscription and/or redemption orders or may specify the trade date on the orders. The advance orders received by the Management Company before or by 15.30 p.m. of the closing date for receiving advance transaction orders of the respective round will be deemed as the orders to be processed on the trade date for that round of subscription and/or redemption.
- Unitholders can redeem KFLTPC-UI units only once a year by sending an advance redemption order approximately more than 50 days before the trade date on 30 June of each year and will receive the redemption proceeds within approximately 77 days from the date next to the trade date. The timeframe will be in accordance with the transaction schedule of the Fund which can change due to the holidays in relevant foreign countries or any other reasons. In addition, the Master Fund may not process all the redemption orders if it has insufficient liquidity or the redemption value exceeds the limit specified by the Master Fund which is normally not more than 5% of the Master Fund’s NAV at the end of the preceding year. The remaining redemption orders will be processed on the business day at the end of the subsequent quarter within that respective calendar year. After a full calendar year, if there remain any unprocessed redemption orders, these orders will be automatically cancelled without the need to give any prior notice. The redemption orders received by the Management Company after the cut-off time of the closing date for sending redemption orders in any calendar year will be cancelled within that year and will not be deferred to the following year. Unitholders have to resend the redemption orders within the specified schedule in the next year.
- The total period from the advance redemption notification until receipt of the redemption proceeds will take about 4 months or much longer if the processing of the redemption order is deferred to the subsequent quarter. Investors are advised to study the details of the processing procedures of the redemption transaction and have an understanding of the liquidity of the Fund before making investment decision.
- KFLTPC-UI requires a long period for sending transaction orders in advance, investors or unitholders are unable to know the actual NAV of the Fund on the date the transaction order is sent. Investors or unitholders have to assume the risk that the Fund’s NAV may fluctuate significantly between the date the transaction order is sent and the date the subscription or redemption of mutual fund units is processed as per order.
- The Master Fund may limit the redemption of investment units at not exceeding 5% of the Master Fund’s NAV of the preceding year. In the case that the total redemption value of the Master Fund exceeds such limit on any dealing day, the Master Fund may process the redemption for all unitholders who have sent the redemption orders on a prorate basis. The portion of redemption exceeding the specified limit will be deferred for processing on the redemption date in the subsequent quarter.
- The Master Fund may restrict or postpone the redemption of mutual fund units upon occurrence of extraordinary circumstances that may significantly affect the NAV of the Master Fund or other remaining unitholders in the Master Fund, or in the event that the redemption violates relevant regulations, or in an attempt to ensure compliance with the Anti-Money Laundering Laws.
- KFLTPC-UI may pay the redemption proceeds at the rate of 95% of the total redemption value entitled to the unitholders within 77 days from the date next to the trade date, excluding the holidays of the operators of foreign fund management businesses having similar nature to mutual fund management companies and the operators of related businesses in foreign countries. The remaining 5% or lower will be paid to the unitholders by KFLTPC-UI upon receipt of such amount from the Master Fund within May of the following year or longer. All such procedures are in accordance with the conditions of the Master Fund.
- According to the requirements of the AIFMD, the Alternative Investment Fund Manager (AIFM) shall treat all Limited Partners fairly. However, fair treatment does not necessary equate to equal or identical treatment. The terms and conditions of one Limited Partner’s investments in the Master Fund may differ to those of another Limited Partner. In particular, the Master Fund, the General Partner, the AIFM and/or the Investment Manager may enter into Letter Agreements with certain Limited Partners which have the effect of altering, modifying, changing or supplementing the terms and conditions of the Partnership Agreement or any Subscription Agreement (including the terms of the interests).
- The Partnership Agreement of the Master Fund may be altered, changed or supplemented which is in accordance with the provisions specified in the Partnership Agreement. This may have a negative impact on the Fund and the unitholders.
- Krungsri Asset Management Company Limited may invest in securities or other assets for its proprietary investment portfolio in the same manner as investing in securities or other assets for the Fund which may lead to conflicts of interests between the Management Company and the Fund. In this regard, unitholders can investigate the details and inquire for other additional information from the website of the Management Company.
This document is prepared from the information obtained from various reliable sources as of the date of information. However, the Company does not provide any warranty of the accuracy, reliability and completeness of the information contained herein. | Investors are advised to inquire for more details from the seller or study the details from the sales kit of the Fund to understand the product feature, conditions of investment return and risks, before making investment decision. Past performance is not a guarantee of future results. | According to the fund’s FX hedging policy, the fund may enter into a currency swap within discretion of fund manager which may incur exchange rate risk and investors may lose or gain from foreign exchange or receive lower return than the amount initially invested. | This Fund has no investment risk limit as general mutual funds, it is therefore suitable only for investors who can accept high level of loss. | This Fund is a high-risk or complex fund. Investor should seek additional advice before investing.