Neumarz
Neumarz
Neumarz
Ch. du Vernay 14a
CH-Vaud
1196 Gland
info@neumarz.com
+41.21.561.34.96
Back

Swiss Disclaimer

I.    Introduction

The Financial Services Act (Finanzdienstleistungsgesetz; “FinSA“) came into force on January 1, 2020. FinSA aims, on the one hand, to improve client protection and, on the other hand, to create a comparable regulatory framework for the provision of financial services within the meaning of FinSA (“Financial Services“) by financial service providers (such as banks, asset managers, etc.).

As a requirement for the provision of Financial Services, Kainjoo SA (“KJ.”) must provide certain information to its clients (Art. 8 FinSA and Art. 6 et seq. of the Financial Services Ordinance). This information brochure for clients contains this information, insofar as it is not provided to clients otherwise.

II.    General Information about KJ. and its Supervisory Authority

KJ. has its registered office in Gland and can be reached at the following address: Ch. du Vernay 14a 1196 Gland, Switzerland. KJ. is a company registered in the Commercial Register of the Canton of Vaud in the legal form of a company limited by shares (Aktiengesellschaft). Its business activities include, in particular, the provision of investment advisory services.

KJ. is not licensed as a manager of collective assets (Verwalter von Kollektivvermögen) by, and not subject to the supervision of, the Swiss Financial Market Supervisory Authority FINMA, Laupenstrasse 27, 3003 Bern.

III.    Financial Services Provided by Kainjoo

Currently, Kainjoo provides the following Financial Services falling within the scope of FinSA:
–   Financial Advisory to Qualified Investors (M&A)

IV.    Client Categorisation

Financial service providers are required to assign their clients to a client category according to Art. 4 FinSA. The client category is decisive for the level of investor protection applicable to the client relationship between KJ. and the client. FinSA distinguishes between the following three client categories:

–    Institutional clients (institutionelle Kunden) are generally financial intermediaries subject to prudential supervision under the Banking Act (BankA), the Financial Institutions Act (FinIA) and CISA, as well as insurance companies under the Insurance Supervision Act (ISA), foreign clients subject to such prudential supervision, central banks, and national and supranational public-law entities with professional treasury operations. Institutional clients enjoy the lowest level of protection provided by FinSA, as they are considered to have extensive experience, knowledge and expertise in the field of investments.

–    Professional clients (professionelle Kunden) are clients who are deemed to have sufficient experience, knowledge and expertise to use Financial Services or to make their own investment decisions and properly assess the associated risks. Professional clients enjoy a higher level of protection than institutional clients, but a lower level of protection than retail clients.

–    Retail clients (Privatkunden) are clients who are not institutional or professional. The retail client category enjoys the highest level of protection provided by FinSA.

Clients have the option of switching to another client category, provided that the relevant legal requirements are met (see Art. 5 FinSA). In particular, they may declare that they:

–    wish to be assigned to a lower client category – and accordingly enjoy a more comprehensive level of investor protection – (opting in); or
–    wish to be assigned to a higher client category – and accordingly enjoy a lower level of client protection – (opting out).

KJ. only assigns clients to a lower/higher client category based on such opting-in/opting-out declarations if it considers the relevant regulatory requirements to be met. An opting-in/opting-out by the client applies to the entire client relationship between KJ. and the client and, accordingly, results in a change in the level of protection of the client about all Financial Services which KJ. provides for the client in the context of the relevant client relationship.

V.    Risk Information

Transactions are associated with opportunities and risks. It is therefore essential that clients are familiar with and understand these risks before using Financial Services.

The brochure “Risks Involved in Trading Financial Instruments” issued by the Swiss Bankers’ Association contains general information on typical financial services and the characteristics and risks of financial instruments. The risk brochure can be found here:

Risks Involved in Trading Financial Instruments | Swiss Bankers’ Association

VI. Organisational Measures

a)    Conflicts of Interest

As a financial services provider, KJ is obliged to take appropriate organisational measures to avoid conflicts of interest that may arise in the provision of Financial Services as far as possible or to minimise the disadvantage of its clients should a conflict of interest not be completely avoidable.

The organisational measures taken by KJ. to satisfy these requirements may concern, in particular, the internal exchange of information among employees, the functional and organisational separation of units within the company, general rules of market conduct, the compensation policy and requirements regarding employee transactions.

Suppose a disadvantage to clients cannot be ruled out or can only be ruled out with disproportionate effort. In that case, KJ. shall appropriately disclose this, if necessary in general terms. Corresponding information is published on KJ.’ website or in another suitable form.

b)    Economic Ties

Insofar as any economic ties in connection with the provision of a Financial Service may lead to a conflict of interest, KJ. shall draw the attention of its clients to this in an appropriate manner.

c)    Third Party Benefits

If, in connection with the offering of collective investment schemes or their acquisition for its clients, KJ. exceptionally receives monetary distribution compensation from third parties (in particular, fund management companies), KJ. shall periodically pass this on to the relevant clients.

If KJ. receives compensation from third parties that cannot be passed on to clients due to its nature, it will disclose this as a conflict of interest on its website or in another appropriate form.

VII.    Ombudsman’s Office

In the event of complaints or disputes concerning legal claims, the client has the option of initiating a mediation procedure with the following ombudsman’s office (Ombudsstelle):

Terraxis SA
Rue de la tour de l’Ile 1 1204 Genève Office +41 22 732 61 19 | Mail info@terraxis.ch

VIII.    Contact

The following contact person of KJ. is available for any questions regarding this Information Brochure and for additional information:

Haider Alleg | Managing Partner | Ch du Vernay 14a 1196 Gland | compliance@neumarz.com

Legal Disclaimer

Investments involve a high degree of risk.

Investors should carefully consider the risks described & all other information in the investor agreement provided to you before deciding whether to invest in the proposal.

Participation and investment are speculative activities that involve a high degree of financial risk. Certain risk factors that should be considered in assessing an investment in Neumarz (an Allegory Capital & Kainjoo SA brand) and its activities include, but are limited to, those set out below.

Any one or more of these risks could have a material adverse effect on the value of any investment in Neumarz, an Allegory Capital & Kainjoo SA brand, and the business, financial position or operating results of Neumarz, an Allegory Capital & Kainjoo SA brand.

An investor may lose all or part of his or her investment in Neumarz, an Allegory Capital & Kainjoo SA brand.

Additional risks and uncertainties not currently known to the officers and directors of Neumarz, an Allegory Capital & Kainjoo SA brand, may also adversely affect current activities. The information below is not an exhaustive summary of the risks affecting Neumarz, an Allegory Capital & Kainjoo SA brand. It is not intended to be presented in any assumed order of priority. The hazards relating to the business of Neumarz, an Allegory Capital & Kainjoo SA brand, include, among other things:

(a) there are no assurances that Allegory Capital  or Kainjoo SA will earn profits in the future or that profitability will be sustained;

(b) there are no assurances that Allegory Capital  or Kainjoo SA will have access to sufficient funding for future operations or to fulfil its obligations under current agreements;

(c) risks that are inherent to investments, including (i) the valuation of these assets is subject to significant volatility, (ii) the regulatory regime governing venture capital investments is uncertain, and new regulations or policies may materially adversely affect the development of investment, (iii) the further development of businesses are subject to a variety of factors that are difficult to evaluate, (iv) companies and intangible assets are at risk of security breaches, (v) potential loss or destruction due to cybersecurity threats, and (vi) risks of an illiquid market for assets;

(d) difficulty in valuing investments;

(e) Allegory Capital and Kainjoo SA have limited operating history, and there is no assurance that the investments of Allegory Capital will be profitable;

(f) Allegory Capital has not generated revenues to date, and there can be no guaranteed return on its investments;

(g) directors, officers and key employees may resign from Allegory Capital ;

(h) Allegory Capital is unable to insure against every risk to which it is exposed;

(i) Laws relating to the business of Allegory Capital may be changed in a manner which adversely affects Allegory Capital ;

(j) Allegory Capital may invest in entities with no operating history, making evaluating such entities complex and

(k) Risk related to foreign exchange rates.

Additional risks and uncertainties not presently known to Allegory Capital and Kainjoo SA or that it currently deems immaterial may substantially affect its business, financial condition, valuations, trading performance and prospects.

Potential investors are accordingly advised to consult an independent financial adviser who specializes in advising on investments of this kind before making any investment decisions in Allegory Capital or Kainjoo SA.

A prospective investor should consider whether an investment in Allegory Capital or Kainjoo SA is suitable in light of his or her circumstances and the available financial resources. 

I understand