General Disclosures

1. General Disclosure

Ordovian Ltd (“Ordovian”) operates the website ordovian.com (the “Website”). Ordovian Ltd is a private limited company registered in England and Wales under company number 17492304, with its registered office at 167–169 Great Portland Street, London W1W 5PF, United Kingdom.

All information on the Website is provided for general informational purposes only. Nothing on the Website constitutes:

an offer to sell, or a solicitation of an offer to buy, any security, interest or investment;
an invitation to participate in any fund, special purpose vehicle, co-investment or collective investment undertaking;
a public offering within the meaning of Regulation (EU) 2017/1129, the UK Prospectus Regulation or any other applicable securities law;
the marketing of any alternative investment fund within the meaning of Directive 2011/61/EU (AIFMD);
a financial promotion directed at retail investors;
investment, legal, tax or accounting advice; or
brokerage, placement, custody or distribution services.

2. Regulatory Status

Ordovian Ltd is not authorised or regulated by the Financial Conduct Authority. It does not act as an alternative investment fund manager, and it does not carry on regulated activities with or for the public. Where a transaction requires a regulated party, such as an arranger, manager, depositary or placement agent, that role is performed by an appropriately authorised third party under separate agreements.

3. Nature of Ordovian’s Activities

Ordovian is an investment holding company active in private markets. It invests as principal, and alongside co-investors, in infrastructure, energy, sports and related real assets. Investments are typically made transaction by transaction and held through dedicated special purpose vehicles (SPVs).

Ordovian conducts its own due diligence, structuring and Investment Committee review on each transaction. This work is carried out for Ordovian’s own investment decisions. It is not a service offered to the public.

Ordovian does not:

operate a public investment platform;
publicly market securities or investment interests;
accept subscriptions or investments through the Website;
hold, transmit or custody third-party funds through the Website;
provide retail financial services; or
provide discretionary investment or portfolio management to the public.

4. Investor and Co-Investor Participation

Participation in any transaction is offered only privately to eligible investors and is governed exclusively by the transaction documentation. This may include an information memorandum, shareholders’ or subscription agreement, SPV constitutional documents or equivalent documentation.

Ordovian, or an SPV in which Ordovian holds an interest, may be a party to such documentation. The rights and obligations of each party are those set out in that documentation alone.

Prospective investors and counterparties must conduct their own independent due diligence, obtain their own professional advice, and rely only on the official transaction documentation.

5. Eligibility

Information about investment opportunities is intended only for:

professional clients, eligible counterparties and investment professionals;
high net worth companies, partnerships and trusts; and
other persons permitted to receive it under the laws of their jurisdiction.

It is not directed at retail investors, or at persons in any jurisdiction where its publication or availability would be unlawful. Persons who do not fall within these categories should not act or rely on it.

6. Conflicts of Interest

Ordovian’s partners, Investment Committee members and advisers may hold positions with, invest through, or receive remuneration from other firms. These may include firms that co-invest with Ordovian or act as counterparties in its transactions. Ordovian, its affiliates and its people may also hold interests in, or receive fees connected with, the transactions and assets they evaluate.

Ordovian seeks to identify and manage such conflicts. Material conflicts are disclosed to relevant parties under the documentation governing each transaction.

7. Fees and Economics

Ordovian may receive structuring, arrangement, transaction, monitoring or performance-related fees, carried interest or similar economics in connection with transactions. Any such arrangement is disclosed in, and governed by, the relevant transaction documentation.

8. Risk Warning

Capital is at risk. Private-market investments are speculative and may result in the loss of all capital invested. Past performance is not a reliable indicator of future results. The risks below are not exhaustive. The risks specific to each transaction are set out in its documentation.

General investment risks

Loss of capital. Investors may lose some or all of the capital they invest.
Illiquidity. There is usually no public market for interests in private investments or SPVs. Investors may be unable to sell or realise their interests for an extended period, or at all.
Valuation. Private assets are valued using estimates and assumptions that may not reflect the price achievable on a sale.
Concentration. A deal-by-deal investment is typically exposed to a single asset, sector or jurisdiction, without the diversification of a broader portfolio.
Exit. The timing, method and value of any exit are uncertain. Expected exit routes may not be available when needed.

Structural risks

Leverage. Investments may use debt financing, which amplifies losses as well as gains, and lenders rank ahead of equity investors.
Minority positions. Ordovian or its co-investors may hold minority interests with limited control over decisions affecting the asset.
SPV structures. Investments held through SPVs and multi-jurisdictional holding structures carry legal, administrative, tax and enforcement risks.
Dilution and further funding. Assets may require additional capital. Investors who do not participate may be diluted.

Infrastructure and energy risks

Development and construction. Projects may be delayed, exceed budget or fail to reach completion.
Permitting and grid connection. Projects depend on permits, licences and grid access, which may be delayed, challenged, withdrawn or granted on less favourable terms.
Technical and operational performance. Assets may underperform due to technology, equipment, resource availability or operating failures.
Revenue and offtake. Revenues may depend on energy prices, offtake contracts, subsidies or capacity mechanisms, all of which may change or fail.
Regulation and policy. Changes in energy, environmental, planning or tariff policy may materially affect project economics.

Sports and related asset risks

Sporting performance. Revenues and valuations may depend on competitive results, league position, promotion and relegation.
League and governing body rules. Ownership, financial fair play, licensing and transfer regulations may restrict operations, investment or exit.
Key persons and reputation. Value may depend on individual players, managers or executives, and on reputational events outside Ordovian’s control.
Commercial dependency. Broadcasting, sponsorship and matchday revenues may fluctuate significantly.

Cross-border, legal and macroeconomic risks

Currency. Investments may be denominated in currencies other than an investor’s own, and exchange rate movements may reduce returns.
Interest rates and financing. Rising rates or reduced availability of credit may increase costs, reduce valuations or prevent refinancing.
Tax. Tax laws, treaties and their interpretation may change, and investment structures may not achieve their intended tax treatment.
Political, legal and sanctions risk. Political instability, expropriation, changes in law, sanctions or restrictions on capital movement may affect investments or the ability to repatriate proceeds.
Enforcement. Contractual and legal rights may be difficult or costly to enforce in some jurisdictions.

Counterparty and operational risks

Counterparty risk. Sponsors, contractors, operators, offtakers, lenders and co-investors may fail to perform their obligations.
Information risk. Diligence relies in part on information provided by third parties, which may be inaccurate, incomplete or misleading despite the work performed.
Key-person risk. Ordovian’s performance depends on a small number of individuals, whose departure or unavailability may affect its investments.
Conflicts of interest. Conflicts may arise as described in section 6.
Cyber and systems risk. Investments and their operations may be affected by cyber incidents or failures of technology and third-party systems.
Climate, environmental and ESG risk. Physical climate events, environmental liabilities and evolving ESG standards may affect asset value and investor demand.
Force majeure. Natural disasters, pandemics, war, terrorism and other events beyond anyone’s control may disrupt investments.

No representation or warranty is made that any transaction will achieve its objectives, generate the anticipated returns or result in a successful exit.

9. Forward-Looking Statements

References to expected performance, IRR, valuation, capital appreciation or strategic outcomes are hypothetical and forward-looking. They involve known and unknown risks and uncertainties, and actual results may differ materially from those expressed or implied. Ordovian undertakes no obligation to update forward-looking statements.

10. Case References

Any reference on the Website to past transactions, situations or case studies is illustrative. It may be anonymised, does not represent all transactions undertaken, and is not indicative of future results.

11. Information Accuracy

Information on the Website may include third-party data believed to be reliable. However, Ordovian makes no representation or warranty as to its accuracy, completeness or suitability. Unless expressly stated, materials have not been independently audited or verified. Ordovian accepts no liability for any loss arising from reliance on information on the Website.

12. People and Third Parties

The Website describes the backgrounds of Ordovian’s partners, Investment Committee members and advisers, including roles they hold or have held with other firms. Those firms are independent of Ordovian. Their activities, products and statements are not those of Ordovian, and references to them do not constitute an endorsement by or of them.

13. No Relationship Created

Unless and until a written agreement is executed with Ordovian:

no client or investor relationship exists;
no fiduciary duty exists;
no advisory, brokerage or agency relationship exists; and
no obligation of any kind arises on the part of Ordovian.

These Disclosures should be read together with the Website’s Terms & Conditions and Privacy Policy.