Centaur+Group+Finance+-+Centaur+Natural+Resources+Bond+3+Brochure+(FINAL)12.8.2015.compressed

Centaur Natural Resources Bond 3
2015

1 year @ 6% per annum
2 years @ 7% per annum
3 years @ 8% per annum
4 years @ 9% per annum
5 years @ 10% per annum

Centaur Group Finance 01
Centaur Natural Resources Bond 3 Presentation

Contents

About the Centaur Group 03
The Centaur Group in numbers 04/05
Which jurisdictions does the Centaur Group operate in?
Centaur Group Awards 06
Centaur Group Press 07
Centaur Group Testimonials 08
Centaur Group People 09
Centaur Group Corporate Social Responsibility 10
What is the Centaur Natural Resources Bond 3? 11
About the Centaur Natural Resources Bond 3 12
Nungu Colliery location map 14
How secure is my investment? 15
Generating returns for you 16
Key Parties 17
Structure 18
Centaur Natural Resources Bond 3 Key Features 19
Decisions, Decisions 20
How to apply 21
Managing your investment 22
Questions & Answers 23
Disclaimer 25/26
27

"Investing is laying out
money today to receive
more money tomorrow."

Warren Buffett

Centaur Group Finance 03
Centaur Natural Resources Bond 3 Presentation

About the Centaur Group

Centaur Holdings Ltd (“Centaur”) is a global investment holding
company with interests, portfolio companies and investments in
sectors ranging from asset management, wealth management,
private equity, venture capital, mining and natural resources
and agricultural investments.

The Centaur Group consists of over 35 portfolio companies
and subsidiaries operating under the main divisions as detailed.

Centaur Group Finance 04
Centaur Natural Resources Bond 3 Presentation

68,000,000 $1.4 billion 900
tons of coal reserves estimated sales
revenue from average number of man
Centaur hours spent on due
mining projects
diligence before Centaur
Au79 143,500 The Centaur Group in invests into a project
grams of gold
GOLD reserves NUMBERS

life of mine up to 8Operating in average age of Centaur investors

25 years different countries

Centaur Group Finance 05

9 different 15Centaur Natural Resources Bond 3 Presentation
languages
35+ Portfolio offices spoken in
Centaur Head
$405,000
Office
average investment
into Centaur products The Centaur Group in Awards won in 2014/2015
mines are
NUMBERS op er at ion al

Ag47 45% Cu29 4,500
SILVER grams of
percentage of clients who COPPER copp er
8,500,000 reinvest into Centaur products reserves

grams of silver
reserves

Centaur Group Finance 06
Centaur Natural Resources Bond 3 Presentation

Which jurisdictions does the Centaur Group operate in? 35
Projects/
investments

Manchester London 10
Leeds Leeds Offices

Nevada Utah Delaware Newcastle 10
Delaware UK Office Countries
4
Bermuda Abu Dhabi China Continents
Bermuda Office Head Office Bangkok
British Dubai
Virgin
Islands

Namibia Nungu Mauritius
Namibia Johannesburg

Cape Town

Nungu Colliery

Projects/investments
Offices

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Centaur Natural Resources Bond 3 Presentation

Centaur Group Awards

Some of the awards our products have won:

Best Open-Ended Litigation Fund Manager Best in Fund Management - UK Best UAE Fund - Phoenix Legal Financing Fund I GBP Best for Bespoke Open & Closed Ended Funds - Bermuda DEAL othfMe ONTH BUSINESS

acquisition of excellence
De Roodepoort Prospecting Rights
Award for Excellence in Private Equity - Bermuda

Centaur Group Finance 08
Centaur Natural Resources Bond 3 Presentation

Centaur Group Press The Long Arm of the Law Centaur Group Finance
Launches 'Centaur
Some of the press we have received: MENA FM Natural Resources Bond'
Open to Qualified
Al Mal Capital To Act As chapttipta:/l-/two-wawct.-caesn-tloaucaral-spsreot.mcoomte/ra-li-nm-tahle-- Investors in the GCC
Local Promoter In The UAE uae-of-phoenix-legal-financing-fund-i/
Of Phoenix Legal Financing CNBC
Fund I Centaur Holdings
CPI Financial announces Funding Package http://www.cnbc.com/id/102347052#.
for 'Nungu Colliery' coal
http://www.cpifinancial.net/news/post/2291 project in South Africa Centaur Private
1/al-mal-capital-to-act-as-local-promoter-in-the- Equity Announces
uae-of-phoenix-legal-financing-fund-i PR Newswire Successful Sale of its
Shareholding in Sport
Centaur to support IPC's http://www.prnewswire.com/news- Events International
Nungu underground mining releases/centaur-holdings-announces-
plan in South Africa funding-package-for-nungu-colliery-coal- YAHOO Finance
EBR project-in-south-africa-289874641.html
hpsurtticpvcase:ts/e/s-sfeugq.lf-ui0ni4tay0n-0ca0en0.ny4ao9hu0on.hoct.ecmso-ml /news/centaur-
http://coal.energy-business-review.com/news/centaur-to- Centaur Asset Management
support-ipcs-nungu-underground-mining-plan-south- wins Award for 'Best Open-
africa-270115-4497528 Ended Litigation Fund Manager'
at the 2015 AI Awards
UAE Business

http://www.uaebusiness.com/pr-news

Centaur Group Finance 09
Centaur Natural Resources Bond 3 Presentation

Centaur Group Testimonials

“A business partner

introduced me to Centaur

products in 2012 and I invested

a six figure GBP sum with Centaur.

“It's not often that you come I am based in the UK but have visited the

across a financial services company that Centaur head office in Dubai and would

takes the time to listen to what you have to say. have no reservations recommending

They have the ability to structure financial Centaur to others.”

products that complement your investment S. Bell, Company Director, UK
strategy. I have invested in a capital protected fund

and a fixed income product with Centaur. Centaur

is extremely professional, receptive & friendly and

helped make my investment much leaner and more

responsive. Thank you Centaur”

“Centaur’s unique ability to

find a niche in the financial M. Aitchison,

markets is unquestionable but I do Global Sales Director , Dubai “I became a Centaur client over 2 years ago whilst

believe their greatest strength is their living in Dubai and have now relocated to the

communication skills. I would highly “Innovative products, great returns. I USA, my investment with Centaur remains my
recommend investors give Centaur a try.” best performing investment and Centaur
continues to keep me up to date on my
invested a 7-figure USD sum into a
L. Rayner , Fund Manager, Dubai Centaur fund product in November investment and returns on a regular basis.”

2012 and have seen returns of over 24% CS, Company CEO, USA

in roughly 2 years.”

CM, Dubai, Entrepreneur

Centaur Group Finance 10
Centaur Natural Resources Bond 3 Presentation

Centaur Group People

Meet the senior team of the Centaur Group

Daniel McGowan Nicolas Angio Howard Nicholson Holly Willoughby-Foster

Group CEO Group CFO Group COO Group Legal Counsel

Daniel founded the Centaur Group and Nicolas is the Group Chief Financial Howard is the Centaur’s Group Chief Holly is the Group Legal Counsel of
is the Group Chief Executive Officer of Officer of Centaur. Nicolas previously Operating Officer and is also a member Centaur. She is responsible for Centaur’s
Centaur, managing circa 35 of Centaur’s held senior executive positions with the of the Institute of Chartered Accountants wide-ranging commercial legal work
investments, investment funds, subsidiaries Apex Group, a leading global fund in England and Wales. including project financing, joint venture
and portfolio companies administration company with circa $30 transactions, corporate and commercial
billion USD under administration. Howard has extensive professional and advisory and shareholder related matters.
Daniel has been involved in financing, financial experience having been a partner Holly was previously a Lawyer at
financial services and funds industry Nicolas holds a bachelor’s degree and a in a UK firm of Chartered Accountants Centaur’s UAE Legal Counsel, before
for more than 16 years and has built the master’s degree in finance from Université and a board director of a UK retail chain, moving in-house.
Centaur Group into a global business. de Sherbrooke in Québec, Canada and is which was the fastest growing in its
Daniel has held executive positions in a Chartered Professional Accountant sector in the UK employing more Holly is a qualified Solicitor of the
several international companies. (“CPA”) being a member of the than 600 people. Supreme Court of England and Wales.
“Ordre des comptables professionnels
agréés du Québec”. Nicolas has been an Howard has extensive experience within
independent board member to many the telecommunications, shipping,
investment funds and investment insurance, legal, sporting, electronic,
management companies. property, retail and pharmaceutical
industries across UK, Europe, the
Middle East and the USA.

Centaur Group Finance 11
Centaur Natural Resources Bond 3 Presentation

Centaur Group Corporate Social Responsibility

A recent Centaur initiative has been the decision to create the Centaur Foundation, an
initiative that is intended to provide opportunities for Centaur to contribute in a meaningful
way to significant broader sustainability issues facing humanity.

The Centaur Foundation is part of Centaur’s overall Corporate Social Responsibility
programme that has to date focused on strengthening community relations. Centaur believes
that its business depends on a culture of growth, innovation and sustainability. It is intended
that the Centaur Foundation will support charitable initiatives that improve quality of lives in
our changing world. The intention will be to support creative, innovative and breakthrough
initiatives that are aimed at improving conditions relating to health, the environment,
education or social welfare.

A subsidiary of the Centaur Group held a charity fundraiser at the Swissôtel Hotels & Resorts
hotel in Bangkok, Thailand on 4th December 2014 which successfully raised over $30,000 for
the ‘Free The Children’ charity.

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Centaur Natural Resources Bond 3 Presentation

What is the Centaur Natural Resources Bond 3? 1-5options of

The “Centaur Natural Resources Bond 3” is a ‘bond’ or ‘debt security’ issued by Centaur Group Finance year terms
Ltd acting in the respect of its ‘segregated account’ # 3 ‘Centaur Natural Resources
Bond 3’ (the “issuer”), that is listed on the Bermuda Stock Exchange and was created to fund 6 -10 %
Centaur Group’s mining and natural resources related projects. ianntenrueaslt
Original
In simple terms, investors purchase Centaur Natural Resources Bond 3 Bonds and receive a fixed return investment
ranging from 6% -10% per annum for terms ranging from 1-5 years. At the end of the term, investors returned
receive their original investment back.

“South Africa's energy demand
is expected to be twice the
current levels by 2030”

SouthAfrica.info

Centaur Group Finance 14
Centaur Natural Resources Bond 3 Presentation

About the Centaur Natural Resources Bond 3

How the funds will be used

Centaur is expanding the existing coal opencast mining operations at its Nungu Colliery, which
will allow mining of the underground reserves in 2015.

The Nungu Colliery benefits from well established logistics infrastructure and measures roughly
3258 hectares. The colliery lies 5km West of Middelburg Town, Mpumalanga Province,
Republic of South Africa. Several of the world’s largest mining companies own and operate
mines in or near to Middelburg such as Anglo American and BHP Billiton.

All of the opencast coal reserves at the colliery have previously been successfully mined
out and the pits have been rehabilitated and the surface levelled. Only underground
coal remains to be mined.

The Nungu Colliery has proven and ‘measured’ coal reserves of circa 7,000,000 tons of thermal
coal and a ‘life of mine’ of 5 years.

The project has estimated revenues of $300,000,000 over the life of mine and the project
will be funded by Centaur as part of a series of investments into mining and natural resources
projects financed via the issuance of Centaur Bonds.

Investor Investment Mine

Centaur
Natural
Resources
Bond

3

Returns

Centaur Group Finance 15
Centaur Natural Resources Bond 3 Presentation

Nungu Colliery location map

Vaalbank Groblersdal
LIMPOPO
Rust De Winter
Scottberg
South Africa

Prettoria Middleberg

Bronkhorstspruit Emalahleni Wonderfountein

GAUTENG NUNGU
COLLIERY

MPUMALANGA

Hendrina

Major Towns Johannesburg Delmas
National Highway
Main Road Springs
Single Track Railroad

Centaur Group Finance 16
Centaur Natural Resources Bond 3 Presentation

How secure is my investment? Types of security used by Centaur Asset: Shareholder Guarantees –
A form of ‘guarantee’ to
How the funds will be used Corporate Guarantees – pay issued by a shareholder
A form of ‘guarantee’ to of a company. These types
Centaur Asset Management Ltd (“Centaur Asset”) serves as the ‘Investment Advisor’ pay issued by a company. of guarantees are normally
to the Issuer of the bond. Centaur Asset is responsible for negotiating and putting in taken as a secondary or
place security on each investment made with the proceeds of the bond in accordance Share Pledges – A securit y additional security
with the requirements in the Offering Memorandum filed by the Issuer with the Bermuda mechanism that allows for mechanism.
Stock Exchange (BSX) regulated by the Bermuda Monetary Authority (BMA). shares in a company to be
pledged as securit y. ‘Step in Rights’ – A
Centaur Asset also use specialist Legal Counsel when required to make sure the security security mechanism which
documentation is registered with any government, regulatory and/or central bank Asset Backed Security – allows the secured party to
department. There are various legal take over the mining and
agreements that may be sale of coal from a mine in
used to take security the event of any default.
directly over underlying
assets. Debtor Book Security – A
form of security taken over
Personal Guarantees – future receivables due.
A form of ‘guarantee’ to
pay issued by an individual.
These types of guarantees
are normally taken as a
secondary or additional
security mechanism.

Centaur Group Finance 17
Centaur Natural Resources Bond 3 Presentation

Generating returns for you 03 Centaur Asset Management manage the security
of your investment
How the funds will be used

01 You make your investment and get to
choose the term and annual coupon
amount (ranging from 1-5 years and 6-10%
annual coupon) that meets your individual
investment requirements.

02 You receive your monthly coupon 04 At the end of the term you receive
paid direct to your bank account your original investment back in full

Centaur Group Finance 18
Centaur Natural Resources Bond 3 Presentation

Key Parties

The Issuer – Centaur Listing Sponsor – Cohort Ltd Stock Exchange – Bermuda Stock Registrar, Transfer Agent &
Group Finance Ltd Exchange (“BSX”) Paying Agent – Apex Fund
Cohort Ltd (“Cohort”) is a Trading Member of Services Ltd (“Apex”)
Centaur Group Finance Ltd (“CGF”) is a the Bermuda Stock Exchange (“BSX”). As a The BSX was established in 1971
wholly owned subsidiary of Centaur. CGF acts BSX Trading Member, Cohort has the ability and is a leading international stock Apex is one of the world’s largest
as the issuer of a series of fixed coupon bonds, to sponsor applications for new listings on the exchange for the listing of equity independent fund administration
which are listed on the Bermuda Stock BSX for a variety of securities including securities, investment funds, alternative companies, with over $30 billion of
Exchange (“BSX”), the proceeds of which investment funds, insurance linked securities, investment vehicles, early stage pre-IPO assets under administration, 34 offices
are used to finance over 35 companies, other fixed income securities, depository entities, specialised insurance (ILS) and over 400 staff across the globe.
subsidiaries and/or projects under the control receipts, as well as full board equity listings products and debt securities.
and management of the Centaur Group. www.cohort.bm Apex’s Dubai office serves as the
www.centaur-finance.com The BSX supports not only a domestic Registrar, Transfer Agent and Paying
Auditor – KPMG market but also provides the Agent and is regulated by the Dubai
Investment Advisor – Centaur infrastructure for international Financial Services Authority (“DFSA”).
Asset Management Ltd KPMG is a global network of professional businesses to enjoy the benefits www.apexfundservices.com
firms providing Audit, Tax and Advisory associated with a listing on the BSX.
Centaur Asset Management Ltd (“ Centaur services, with more than 155,000 The BSX applies international Bankers – RBS
Asset”), a wholly owned subsidiary of professionals working together to deliver standards, and has a significant history International Ltd (“RBSI”)
Centaur, is the ‘boutique’ asset management value in 155 countries worldwide. and first class reputation as evidenced
and investment advisory division of the www.kpmg.com by extensive recognitions from both RBSI is part of the offshore arm of
Centaur Group, providing investment UK and international authorities and The Royal Bank of Scotland, one of the
solutions for individuals, advisors, fund organisations including ‘recognised largest banking groups in the world.
sub-advisory clients and institutions. stock exchange’ status from the www.rbsinternational.com
www.centaurasset.com UK HM Revenue & Customs.

www.bsx.com

Centaur Group Finance 19
Centaur Natural Resources Bond 3 Presentation

Structure Principal Bank

Centaur Natural
Resources Bond 3

Registrar, Transfer Agent Listing Sponsor
and Paying Agent

Manager & Arranger Auditor

Centaur Group Finance

Centaur Natural Resources Bond 3 Presentation 20

Centaur Natural Resources Bond 3 Key Features

3 1 4 2 5

year term year term year term year term year term
8% per annum
6% per annum 9% per annum 7% per annum 10% per annum

Example Returns Investment Monthly Return Annual Return Total Return (including original investment)

Year Term & % p.a $100,000 $500.00 $ 6,000.00 $106,000 ( $ 6,000 ) + ( $100,000 )
$100,000 $583.33 $ 7,000.00 $114,000 ( $14,000 ) + ( $100,000 )
1 year @ 6% p.a $100,000 $666.66 $ 8,000.00 $124,000 ( $24,000 ) + ( $100,000 )
2 years @ 7% p.a $100,000 $750.00 $ 9,000.00 $136,000 ( $36,000 ) + ( $100,000 )
3 years @ 8% p.a $100,000 $833.33 $ 10,000.00 $150,000 ( $50,000 ) + ( $100,000 )
4 years@ 9% p.a
5 years@ 10% p.a

Centaur Group Finance 21
Centaur Natural Resources Bond 3 Presentation

Decisions, Decisions

The Centaur Natural Resources Bond 3 The Centaur Natural Resources Bond 3
may be right for you if… may NOT be right for you if…

• You want a ‘hassle free’ investment • You may need access to the capital before the end of the term

• You want a regular income from your savings • You are NOT a Qualified Investor

• You are looking for the comfort of a fixed return • You are under 18

• You are concerned about inflation eroding the value of your savings

• You are looking for diversification

• You want to avoid volatility
• You want or need the flexibility to choose a term to suit your circumstances

Centaur Group Finance 22
Centaur Natural Resources Bond 3 Presentation

How to apply

If you wish to invest, please visit www.centaur-finance.com or discuss the application process
with your financial advisor or the agent who has introduced you to Centaur products.

01 02 03

Complete the Subscription Form Provide certified KYC documentation Submit payment
aanndd acshsooocisaeteydouarnninuvael sctomuepnotnterm

Centaur Group Finance 23
Centaur Natural Resources Bond 3 Presentation

Managing your investment

Your investment in the Centaur Natural Resources Bond 3 is designed to be ‘hassle free’.

1. Complete 2. Pay for your 3. You will receive 4. You will receive 5. You will receive
Subscription Form investment your welcome letter your monthly interest your investment back
and provide your and bond certificate in full at the end of
within 14 days of the direct to your
certified KYC nominated bank your chosen term
bond closing
account

"South Africa is the world leader in mining
and minerals, with the lion’s share of global

reserves and production."

Southafrica.info

Centaur Group Finance 25
Centaur Natural Resources Bond 3 Presentation

Questions &
Answers

How many Centaur Natural What happens if it’s Is the Centaur Natural Can I pay by instalments or top up
Resources Bond 3 Bonds can I apply oversubscribed? Resources Bond 3 suitable on my holding of Centaur Natural
for? for SIPPs and ISAs? Resources Bond 3 Bonds?
The Centaur Natural Resources Bond 3
As many as you like, up to a maximum Bonds will be issued on a ‘first come, first Centaur Natural Resources Bond 3 Bonds Unfortunately, you will not be able to pay for
of $25,000,000. served’ basis. The Company reserves the are eligible for investment by a UK Self your Centaur Natural Resources Bond 3
absolute discretion as to whether to accept Invested Personal Pension (SIPP), and for Bonds in instalments, nor can they be
What amount is being raised? your subscription for bonds in whole or in Individual Saving Accounts (ISAs) as the topped up unless the Centaur Natural
part subject to complying with the bonds are classed as ‘bonds’ or ‘debt Resources Bond 3 Bond is still open for
We are looking to raise up to $25,000,000. Qualified Investor criteria detailed above. securities’ listed on a ‘recognised stock subscriptions at that time. You can however
We will start issuing Centaur Natural exchange’ approved by UK HM Revenue invest into other Centaur bonds or products,
Resources Bond 3 Bonds once we receive What return do I receive & Customs. Should you or your financial please contact Centaur for further details of
valid subscriptions for at least $500,000. on my investment and is the advisor have any queries, please contact investment products available.
interest rate fixed? Centaur for any further information or
Who can invest in Centaur clarification. How do I get my money out?
Natural Resources Bond 3 Bonds? The Centaur Natural Resources Bond 3
Bonds will yield a return of: The Issuer will repay all Centaur Natural
Qualified Investors (within the meaning of Resources Bond 3 Bonds at the maturity date
Section 1 of the Bermuda Stock Exchange 1 year @ 6% per annum of such issue. You will have no right to
Listing Regulations) may subscribe for bonds 2 years @ 7% per annum redeem your Bonds prior to the end of the
with a value of £100,000; or less if the 3 years @ 8% per annum term, however the Issuer may,
Qualified Investor meets one of the 4 years @ 9% per annum at its option, repay all or part of the Centaur
suitability tests set out in the Subscription 5 years @ 10% per annum Natural Resources Bond 3 Bonds at any time
Form. together with a 2% redemption bonus. The
Centaur Natural Resources Bond 3 Bonds
are transferable, meaning they can be sold,
traded or transferred during the term subject
to approval from the Issuer.

Centaur Group Finance 26
Centaur Natural Resources Bond 3 Presentation

Questions &
Answers

Are the Centaur Natural Resources Does holding Centaur Natural Why does the Centaur Group What happens if any part of
Bond 3 Bonds transferable? Resources Bond 3 Bonds mean I need the money? the Centaur Group goes bust?
own shares in the company?
Yes, the Centaur Natural Resources Bond 3 The proceeds from the Centaur Natural To protect Bondholders, the Bonds are
Bonds are transferable and they can be sold, No, Centaur Natural Resources Bond 3 Resources Bond 3 will be utilised by the issued by Centaur Group Finance Ltd
traded, and/or transferred. Bonds are not convertible into shares and Centaur Group to expand current mining (“CGF”) acting in respect of its ‘segregated
the Bondholder does not have any operations predominently in South account’ #3 ‘Centaur Natural Resources
ownership interest in the company/Issuer. Africa, Namibia, Zimbabwe and the UK. Bond 3’ (the “Issuer”). The Issuer’s only
activities will be to issue the Centaur
Might I be repaid before maturity? Can I receive a paper version Why don’t you raise the Natural Resources Bond 3 Bonds and repay
of the application form? money from the banks? the interest and capital to Bondholders in
Under the terms of the Centaur Natural accordance with the terms of the Offering
Resources Bond 3, the Issuer does reserve the Yes, if you wish to receive a paper version The bank interest rates in South Africa Memorandum and Deed Poll.
right to redeem the Centaur Natural of the Subscription Form, please contact and other developing/emerging markets
Resources Bond 3 Bonds, with interest and a Centaur. are generally between 8-10% on the local
2% redemption penalty prior to maturity. currency. Local banks within South
I would like to buy Centaur Africa and other developing/emerging
Do I need to discuss the Centaur Natural Resources Bond 3 Bonds, markets generally only lend in local
Natural Resources Bond 3 with a what do I do now? currency as South Africa and other
financial advisor? developing/emerging markets has reserve
Please refer to the ‘How to apply’ section bank controls on its, and other,
We strongly recommend that you do seek the within this document. currencies. Centaur prefers its funding
advice of an independent financial advisor. exposure to be in USD, which reduces the
options for traditional bank financing
within South Africa and allows Centaur
to raise funds from the bond market(s) at
fixed rates.

Centaur Group Finance 27
Centaur Natural Resources Bond 3 Presentation

Disclaimer

This brochure is for information purposes only. No guarantee, representation, undertaking
or warranty, express or implied, is given by Centaur Holdings Limited and/or its related
bodies corpororate, subsidiaries, portfolio companies, investment funds and investments
(hereinafter collectively referred to as “Centaur ”) and their respective directors, officers,
partners, shareholders, members, employees, agents, advisers, and service providers as to
the accuracy or completeness of the statements, estimates, opinions, plans, diagrams or
other information contained in this brochure and no liability is accepted by such persons
for the accuracy or completeness of any such statements, estimates, opinions, plans,
diagrams or other information.

This brochure does not constitute or form any part of an offering memorandum, prospectus,
offer, invitation or solicitation for the sale of bonds by Centaur, nor should it be construed
to constitute any investment, legal or tax advice. It should not be used or considered for the
purpose of any offer to sell or solicitation to buy the bonds of Centaur in any jurisdiction or
in any circumstances in which such offer or solicitation is unlawful or not authorised. This
brochure is not aimed at persons who are residents of any country in which such an offer
or solicitation is not authorised or to any person to whom it is unlawful to make any offer
to sell or solicitation to buy the bonds of Centaur.