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FS Media Works Fund I, LP (the “Fund”)
The Fund has not been authorised, or otherwise recognised or approved by the UK Financial Services Authority and, as an unregulated collective investment scheme, it accordingly cannot be promoted in the UK to the general public.
The Fund can therefore only be promoted to certain categories of investors, namely:
a) persons believed on reasonable grounds to fall within one of the categories of ‘investment professionals’ as
defined in Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes)
(Exemptions) Order 2001 (the ‘Promotion Order’)
(b) persons who are ‘certified high net worth individuals’ as described in Article 21 of the Promotion Order
(c) persons falling within any of the categories of persons described in Article 22 of the Promotion Order
(d) persons who are ‘certified sophisticated investors’ as described in Article 23 of the Promotion Order, and
(e) persons to whom information about the Fund may otherwise lawfully be made in accordance with the FSMA 2000, the Promotion Order and the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended).
The Fund’s Confidential Private Placement Memorandum sets out the terms of investment in the Fund including a minimum level of commitment of $10 million. The Manager, FS Management (Jersey) Co Limited, has the discretion to accept smaller commitment amounts subject to such amount being not less than $100,000. Details of the risks associated with making an investment in the Fund are also set out in the Memorandum.
Investments in the Fund’s assets have not been and will not be registered under the US Securities Act, nor has the Fund been registered as an investment company under the US Investment Company Act. Therefore the Fund will not be subject to the provisions of the US Investment Company Act designed to protect investment company shareholders, or any equivalent state or other securities laws or laws of any non-US jurisdiction. Investments in the Fund’s assets will be offered and sold for investment purposes only in the United States under the exemption provided by section 4(2) of the US Securities Act and Regulation D promulgated thereunder and in compliance with the applicable securities laws of each state or other jurisdiction in which the offering will be made. Investments in the Fund’s assets will be offered and sold outside of the United States in compliance with Regulation S under the US Securities Act. Investments in the Fund’s assets are subject to restriction on transferability and resale and may not be transferred or resold except as permitted under the US Securities Act and the applicable state, foreign and other securities laws, pursuant to registration or exemption therefrom. The transferability of investments in the Fund’s assets will be further restricted by the terms of the documents constituting the Fund.
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