FAQ

The Founders have been resident in the UK for many years, and their business and investment career, contacts and support possess a strong affinity to the UK. In addition, English law generally, and corporate governance in particular, provide the element of stability, alongside operational flexibility, which the Founders consider important for the success of the Diamond investment proposal. With these matters in mind, incorporating Diamond as an English Company is considered a matter of natural choice.

In accordance with Swiss legislation, any shareholder having 10% or more (in economic and/or voting rights) or any person who can significantly influence the business activity of a regulated entity such as a bank or an external asset manager (i.e., a qualified participant) is subject to approval by the Swiss regulator. In this context, both the qualified participant and the regulated entity are to provide information and documents evidencing, inter alia, that the qualified participant enjoys a good reputation (fit and proper test).

To the extent that you will not be considered as a qualified participant, you will not be subject to any formal approval process by the Swiss regulator. That being said, certain basic information, including the type and the level of your participation, will have to be disclosed to the Swiss regulator.

The intention is for the Company itself, together with the Board and the founders to be responsible for liaising with and interacting with regulatory authorities. The terms of the Shareholders Agreement as well as the rights of the investor’s shares have been designed to minimise the regulatory burden on both passive financial investors and indirectly on the Company, subject to the requirements of applicable laws.

Your subscription in Diamond UK should not itself attract any Swiss tax. Unless you are resident or possess other taxable presence in Switzerland, it is not expected that you will be subject to Swiss taxation directly in respect of dividends from Diamond UK (if paid), or in respect of any gain on a future disposal of shares in Diamond UK. Please note, however, that Diamond Group entities that are Swiss residents are expected to pay tax in Switzerland, broadly on their profits and in respect of their assets and operations in Switzerland, all in accordance with Swiss tax rules.

Subject to satisfying compliance and KYC requirements, most common holding structures should be capable of being accommodated. Investors should take their own advice as to the full legal, tax and any other consequences of holding their investment though a trust arrangement or any other vehicle.

The Board of directors of Diamond UK will comprise five directors, of which at least three shall be independent and not related to the Founders (which shall include the Chairman).

Diamond Switzerland and the Swiss target companies are expected to be subject to Swiss regulatory supervision. The extent and level of regulatory supervision are likely to depend on the regulatory status of the targets and the approach taken by the Swiss regulator, which is likely to be determined following engagement with the regulator as part of acquiring the targets. It is not expected that this will place any significant obligations on you as an investor in Diamond UK, although you may be required to provide personal information from time to time to enable Diamond UK and its subsidiaries (the “Diamond Group”) to comply with their regulatory obligations and respond to information requests from the regulator. It is intended that the Company, together with its board of directors and the Company’s founders will be primarily responsible for communicating and interacting with the regulators who have jurisdiction over the Diamond Group. The shares held by the investors, which generally have economic rights but only limited governance rights, together with the terms of the Shareholders Agreement, are intended to minimise the regulatory burden on investors. See Question 9 for further information. The Diamond Group is not expected to be subject to UK regulatory supervision, and nor are you expected to be as a result of your investment.

No. Your shares in Diamond UK will be transferrable only in accordance with the provisions of the Articles of Association of the company and the Shareholders Agreement. These provide for a 3 year ‘lock-up’ during which, subject to limited exceptions, no share transfers are permitted. Thereafter, Investors may transfer all (but not some only) of their shares in accordance with a prescribed process.

Under this process, the proposing seller must first offer its shares for sale to the other Investors on a pro rata basis. If offers are received for less than the entire stake, Diamond UK will be appointed as agents and authorised, for a prescribed period, to sell the shares to a qualified third party. If Diamond UK are unable to sell the shares during the prescribed period, the proposing seller may offer their shares for sale to a third party. The sale price of the shares shall be determined by an independent expert appointed by the Board of Diamond UK as part of this process.