Sunstone Capital Limited (Incorporated in the Republic of South Africa) (Registration number 2017/418473/06) (FSP number: 48870) (VCC number: VCC-0101) (“Sunstone” or “the Company”)
About the Grovest Group
The Grovest Group continue to be the pioneers, prominent leaders and innovators of the Section 12J policy in South Africa and were instrumental in the material and positive changes made to the Section 12J legislation, having lobbied and made presentations to Treasury, CIPC, SARS, FSCA and the Davis Commission, amongst others. Grovest Corporate Advisory, a pillar of the Grovest Group, act as administrative manager for more than 30 VCCs, making up a large portion of active VCCs in the South African market. They also are the managers and promoters of 8 VCCs, including Sunstone. The directors of Grovest Corporate Advisory are Malcolm Segal, Jeffrey Miller and Isaac Chalumbira.
What is a Section 12J investment
Section 12J refers to a section which SARS added to the South African Income Tax Act. This provides a tax incentive for individuals, trusts and companies to invest in a SARS approved Venture Capital Company (VCC). The VCC will issue a certificate for the total amount invested which the taxpayer can use to claim a full deduction against their taxable income for the year. This was put in place in order to ignite growth in the South African economy, the tax deduction becomes permanent after 5 years.
The definitions and interpretations commencing on page 8 of this document apply to this entire document, except where the context indicates a contrary intention. THE ATTENTION OF THE PUBLIC IS DRAWN TO THE FACT THAT THE ORDINARY SHARES ON OFFER ARE UNLISTED AND ARE NOT READILY MARKETABLE AND SHOULD BE CONSIDERED TO BE A RISK-CAPITAL INVESTMENT. This Prospectus includes forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the economic outlook for the industry; production; cash costs and other operating results; growth prospects and outlook for operations, individually or in the aggregate; liquidity and capital resources and expenditure and the outcome and consequences of any pending litigation proceedings. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or similar words and phrases. Examples of forward-looking statements include statements regarding a future financial position or future profits, cash flows, corporate strategy, anticipated levels of growth, estimates of capital expenditures, acquisition strategy, and expansion prospects or future capital expenditure levels and other economic factors, such as, inter alia, interest rates. By their nature forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Sunstone Capital cautions that forward-looking statements are not guarantees of future performance. These forward-looking statements have been based on current expectations and projections about future results which, although the Directors believe them to be reasonable, are not a guarantee of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industry in which Sunstone Capital operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Prospectus. Risk factors which may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by it in the forward-looking statements include, among other things, economic decline. These risk factors are more fully described in Annexure 1 of this Prospectus. The Directors and officers, whose names are given in Section 1 paragraph 2 of this document, accept full responsibility, collectively and individually, for the accuracy of the information given herein and certify that, to the best of their knowledge and belief, no facts have been omitted which would make any statement false or misleading, they have made all reasonable enquiries to ascertain such facts and that this Prospectus contains all information required by law. Read Full Prospectus in “Relevant Documents”
1. I have read the terms and conditions of the Prospectus and agree to be bound thereto. I further agree that the minimum investment amount as per the Prospectus, will no longer be applicable.
2. I am aware that the investment is of a medium to long-term nature and adverse tax consequences may arise if I dispose of my ordinary shares (“Shares”) in Sunstone prior to the fifth anniversary of the date at which I acquired those Shares. An appropriate discount may also be applied to the disposal of a Share prior to the aforementioned fifth anniversary.
3. I acknowledge the risks in investing in a venture capital company and accept that I will not have a claim against Sunstone Capital Limited (“Sunstone”), its staff, agents and/or advisors absent fraud or willful dishonesty. The value of the investments may rise as well as fall, and there is a risk that I may suffer financial losses. I do not have a claim against Sunstone in the event of the realisation of this risk unless it can be proved that the losses were due to negligence, fraud, misconduct or dishonesty by Sunstone or its staff.