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Investeco_OM - Investeco Private Equity Fund III L.P...

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Investeco Private Equity Fund III, L.P. - Confidential Offering Memorandum
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(For use in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, New Brunswick, Newfoundland and Labrador and Prince Edward Island) CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM INVESTECO PRIVATE EQUITY FUND III, L.P. (A LIMITED PARTNERSHIP FORMED UNDER THE LAWS OF THE PROVINCE OF ONTARIO) Up to CAD $100,000,000 LIMITED PARTNERSHIP UNITS July 15, 2008 This confidential private placement memorandum (the “ Memorandum ”) is furnished on a confidential basis to investors for the purpose of providing certain information about limited partnership interests (the “ Units ”) in Investeco Private Equity Fund III, L.P., an Ontario limited partnership, (the “ Partnership ”). The Units have not been approved or disapproved by any securities commission or similar authority in Canada nor has any such securities commission or similar authority passed upon the accuracy or adequacy of this Memorandum. Any representation to the contrary is an offence. The securities described herein are offered only in those jurisdictions where and to those persons to whom they may be lawfully offered for sale, and therein only by persons permitted to sell or issue such securities. This Memorandum is not, and under no circumstances is it to be construed as, an advertisement or a public offering of the securities referred to herein. The distribution of Units in Canada pursuant to this Memorandum is being made only on a private placement basis and is exempt from the requirement that the Partnership prepare and file a prospectus with Canadian securities regulatory authorities. Potential investors who will be acquiring Units pursuant to this Memorandum will not have the benefit of the review of this Memorandum by a securities commission or similar regulatory authority in any of the jurisdictions where this offering is made. Any resale of Units permitted by the limited partnership agreement of the Partnership must be made in accordance with applicable securities laws, which will vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with, or pursuant to an exemption from, prospectus and dealer registration requirements. In addition, resales must be made in accordance with the limited partnership agreement. Each Purchaser acknowledges that Units will contain a legend relating to the above resale restrictions. Purchasers are advised to seek legal advice prior to any purchase or resale of the Units.
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In making an investment decision, investors must rely on their own examination of the Partnership and the terms of this offering, the Partnership Agreement and Subscription Agreement (as each is defined below), including the merits and risks involved. Potential investors should pay particular attention to the information under the caption “Risk Factors” in this Memorandum. Investment in the Partnership is suitable only for qualified sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Partnership.
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