Blackmore Global PCC Limited
- The Isle of Man Financial Services Authority (the “Authority”) hereby publishes this information in accordance with the powers conferred upon it under section 30 of the Financial Services Act 2008 (“the Act”).
- The Authority publishes this information for the purpose of enabling or assisting the Authority to discharge its functions under the Financial Services Act 2008 and the Collective Investment Schemes Act 2008, including its functions in relation to the regulation and supervision of collective investment schemes within the meaning of the Collective Investment Schemes Act 2008.
- The Authority considers it is desirable in the public interest to publish the information.
- This information will be of particular relevance to any persons who directly or indirectly hold shares in Blackmore Global PCC Limited (“Blackmore”).
- Blackmore is an Isle of Man company number 010221V incorporated on 27 September 2013 under the Companies Act 2006. It is a protected cell company.
- Blackmore issued an Offering Memorandum and a Supplementary Offering Memorandum for each of its cells. The Offering Memorandum indicated that Blackmore was seeking investments of pension savings, and that the investment horizon was 10 years.
- As is acknowledged in the Offering Memorandum, Blackmore is not regulated and is not covered by any statutory compensation scheme. Blackmore was established as a closed-ended investment company and was therefore not regarded as a collective investment scheme and was not established as such.
- However, based on information available to it the Authority considers, to the best of its knowledge and belief, and in its opinion, that Blackmore has been operating as an open-ended investment company and therefore as collective investment scheme without having been established as such as required under the Collective Investment Schemes Act 2008. The reasons for this opinion are as follows:
8.1 When Blackmore was established it availed of an exemption provided in the Collective Investment Schemes (Definition) Order 2008 (the “Order”)[1]. The relevant exemption in the Order was at paragraph 4: “…and no other body corporate other than an open-ended investment company, shall be regarded as constituting a collective investment scheme.
8.2 In the Collective Investment Schemes Act 2008 section 26, the definition of “open-ended investment company” means a collective investment scheme under which —
(a) the property in question belongs beneficially to, and is managed by or on behalf of, a body corporate having as its purpose the investment of its funds with the aim of spreading investment risk and giving its members the benefit of the results of the management of those funds by or on behalf of that body; and
(b) the rights of the participants are represented by shares in or securities of that body which:-
(i) the participants are entitled to have redeemed or repurchased by, or out of funds provided by, that body”….
8.3 Article 3 of Blackmore’s Articles of Association explicitly state that the shareholders are not entitled to have their shares redeemed or repurchased by Blackmore. However it may purchase or otherwise acquire shares pursuant to the provisions of Article 12 (see sub-paragraph 8.4 below). The Offering Document clarifies the position adopted in the Articles by stating “shareholders will not be entitled to redeem their shares at any time”.
8.4 The Offering Document (and Article 12 of the Articles of Association) provides that Blackmore may only repurchase shares in exceptional circumstances subject to strict criteria:
“12.2 Unless shares are expressed to be redeemable, the Company may only purchase, redeem or otherwise acquire them pursuant to -
(a) an offer to all shareholders which if accepted would leave the relative rights of the Shareholders unaffected and which affords each shareholder a period of not less than 14 days within which to accept the offer; or
(b) an offer to one or more shareholders to which all shareholders have consented in writing; or
(c) an offer to one or more shareholders in respect of which the Directors have passed
a resolution stating that in their opinion the transaction benefits the remaining shareholders and the terms of the offer are fair and reasonable to the company and the remaining shareholders”.
8.5 The Authority became aware that between March 2015 and May 2019 there had been regular and substantial redemptions made out of Blackmore.
8.6 The Authority does not consider that the number and nature of the redemptions processed and made were exceptional in nature, or that Blackmore was able to evidence that the transactions benefited the remaining shareholders and that the terms of offers were fair and reasonable to the remaining shareholders.
9. The Authority is considering appropriate next steps in respect of Blackmore appearing to have operated as a collective investment scheme despite not being established as such as required under the Collective Investment Schemes Act 2008.
10. A searchable register[2] of collective investment schemes is available from the Authority’s website by following this link: https://www.iomfsa.im/register-results/?entity-name=&entity-current=on&entity-former=on&BusinessType=3
[1] This was the legislation applicable at the time Blackmore was established. The current exemptions are contained in the Collective Investment Schemes (Definition) Order 2017.
[2] The register does not include collective investment schemes that have been established as Exempt Schemes.