TIDMALSL
RNS Number : 3224O
Alternative Liquidity Solutions Ltd
10 October 2012
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR
TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO U.S.
PERSONS.
Alternative Liquidity Solutions Limited (the "Company")
Placing of up to 250,000,000 Ordinary Shares
and
Publication of a Prospectus
10 October 2012
Publication of Prospectus and Placing
-- The Board of Directors of Alternative Liquidity Solutions
Limited is pleased to announce that a Prospectus has been published
setting out details of a placing of up to 250,000,000 Ordinary
Shares.
-- The Placing is being conducted to raise funds to pursue the
revised investment objective for the Company's Ordinary Shares of
targeting a gross IRR on investments of at least 20 per cent. per
annum over the lifetime of the investment. The Company will seek to
achieve this by purchasing illiquid hedge fund assets through the
secondary market at substantial discounts to reported net asset
value.
-- The Issue Price will be determined by the Board immediately
prior to the Placing, with the intention that Placing Shares be
issued at or close to the prevailing Net Asset Value per Ordinary
Share.
-- The latest time and date for receipt of Placing commitments
is 3.00 p.m. on 18 October 2012. Application has been made to the
UK Listing Authority and the London Stock Exchange for all of the
Placing Shares to be admitted to the Official List and to trading
on the Main Market. It is expected that such admissions will become
effective and that dealings in the Placing Shares will commence on
24 October 2012.
-- A copy of the Prospectus is being sent to each of the
Company's shareholders, together with Forms of Election to allow
shareholders to determine whether they wish to maintain their
investment in the Ordinary Shares or to have their Ordinary Shares
converted into Run-Off Shares.
The Opportunity
-- It is estimated that there are currently over US$50bn of
illiquid hedge fund secondary interests in the world (source:
Deutsche Bank/UBS).
-- Whilst mainstream equity markets have generally recovered
since the credit crunch, the pricing of illiquid secondary hedge
fund interests has generally continued to deteriorate. Over three
years of unfulfilled liquidity expectations have made many holders
keen to sell such interests.
-- A secondary market for hedge fund interests has developed
where some investors have sought liquidity for their exposure. In
the illiquid hedge fund space in particular, it has been possible
to buy residual interests at a discount to their expected recovery
values.
-- Dakota has been appointed as the investment adviser in
relation to the Company. Dakota has a strong track record in
investing in secondary hedge fund interests having executed 72
portfolio purchases comprising 280 underlying fund interests since
June 2010 at a weighted average discount of 67 per cent.
-- The Board expects Dakota's experience and successful track
record will help to lower execution risk. In addition, the Board
believes that Dakota's strategy of buying smaller lot sizes (which
often trade at wider discounts to net asset value) gives it a
competitive advantage over other buyers which are typically large
institutions managing over US$250 million of assets and who
therefore require sizeable transactions.
Expected timetable
Each of the times and dates set out below and mentioned
elsewhere in this announcement may be adjusted by the Company, in
which event details of the new times and dates will be notified to
the FSA and the London Stock Exchange. References to a time of day
are to London time.
2012
Share redesignation Record close of business on 4 October
Date
Latest time and date for receipt 3.00 p.m. on 18 October
of Placing commitments
Latest date for receipt of 11.00 a.m. on 22 October
forms of election for Share
Redesignations
Share Redesignations become 23 October
effective
Results of Placing announced 23 October
via RNS
Dealings commence in the Placing 24 October
Shares and CREST stock accounts
credited against payment for
Placing Shares
Share certificates in respect 24 October
of Placing Shares despatched
END
Contacts
Jon Macintosh/Ben Money-Coutts 020 7499 0200
Saltus Partners LLP
Will Barnett/David Yovichic 020 7523 8000
Canaccord Genuity
Harry Stein 020 7269 7141
FTI Consulting
Additional Information
Background
At the 2012 annual general meeting of the Company, Shareholders
approved the adoption of a revised investment policy, the
undertaking of the Placing and the restructuring of the Company to
allow Shareholders either to maintain their investment in the
Company and/or exit their investment through the reclassification
of their Ordinary Shares as Run-Off Shares.
New investment objective and policy
(a) Ordinary Shares
Following the reclassification of the Company's share capital,
the investment objective for the Company in relation to its
Ordinary Shares will be to target a gross internal rate of return
on its investments of at least 20 per cent. per annum over the
lifetime of the investment. The Company's investment policy in
pursuing this objective will be to purchase illiquid hedge fund
assets through the secondary market at substantial discounts to
reported net asset values. Sellers of such assets are anticipated
to be motivated sellers of interests in funds and other securities
which are not otherwise readily realisable. The acquisition of such
assets is expected to give rise to opportunities to build an
attractive portfolio of investments, purchased at a discount to
fair value, given the high level of motivation on the part of some
investors to achieve liquidity quickly. The Company expects to
construct a diversified portfolio of between 50 and 100 underlying
fund positions, each purchase usually being of less than US$10
million in reported net asset value.
The portfolio is expected to comprise predominantly illiquid
interests in funds and other instruments and securities, purchased
through the secondary market. These will include hedge funds,
structured products, real estate funds and life settlement
policies, as well as fund of funds interests comprising portfolios
of such funds. It may also include individual assets and portfolios
of assets likely to have been owned by the above-mentioned types of
funds. These assets are expected to be mainly in the credit,
distressed securities, asset backed lending and fixed income
sectors, as well as in illiquid and unquoted real estate and equity
positions. The Company may invest in longer lock-up funds purchased
at discounts to fair value in the secondary market, and may also
provide short-term bridge financing against redemptions and audit
hold-backs (being retentions of redemption proceeds pending
completion of final audits). The Company may also invest in loans
and other debt securities issued by funds and fund of funds,
particularly where such loans are in actual or potential default.
Given the nature of the market, it should be noted that portfolio
construction will likely be opportunity driven rather than
optimised from a diversification perspective.
The portfolio will not be constructed to have any particular
geographical bias. Accordingly, the Company's ability to source and
buy assets across the world (in which the Investment Adviser has a
proven track record) is a strong differentiating factor.
The Investment Adviser expects that the Company will be fully
invested within 12 to 18 months, with some positions bought for
cash flow and others for deep value. The Investment Adviser also
expects that, for the majority of illiquid fund interest purchases,
the cash purchase price for an investment will be recovered within
18 to 24 months and exits achieved through a combination of
underlying cash flows and opportunistic secondary sales. The
average investment life of each such investment is expected to be
between three and four years.
The Board and its advisers consider that there is likely to be a
limited window of opportunity for generating the Company's targeted
returns as the supply of illiquid assets created in the aftermath
of the credit crunch diminishes and the secondary market matures.
In view of this limited window, the Company will hold a
continuation vote in relation to the Ordinary Shares Investment
Policy at its annual general meeting in 2014. This vote will
require a simple majority of Ordinary Shareholders present in
person or by proxy to vote in favour for the Company to maintain
the Ordinary Shares Investment Policy. Thereafter a continuation
vote will be proposed at each subsequent annual general meeting
requiring a majority of not less than 75 per cent. of Ordinary
Shareholders present in person or by proxy to vote in favour in
order for the Company to maintain the Ordinary Shares Investment
Policy. Immediately upon any such continuation resolution not being
passed, the Ordinary Shares will become automatically subject to a
managed wind-down.
(b) Run-Off Shares
Following the Share Redesignations, the investment objective and
policy of the Company in relation to the Run-Off Shares Pool will
be to realise the Run-Off Shares Pool's existing investments in an
orderly and timely manner, with a view to distributing cash to
Run-Off Shareholders pro rata to their holdings of Run-Off Shares
at appropriate times as sufficient investments are realised. The
Company will not make any new investments in the Run-Off Pool other
than to meet pre-existing commitments or in cash or cash
equivalents pending distribution of cash to Run-Off Shareholders.
The Company may, however, make follow-on investments which it
believes are necessary to protect the value of existing
investments.
The return of cash to Run-Off Shareholders will be effected
through the compulsory redemption of Run-Off Shares on a pro rata
basis to all Run-Off Shareholders. All Run-Off Shareholders will be
treated equally under the compulsory redemptions.
As the costs of maintaining a listing are significant and
Run-Off Shareholders are likely to derive little benefit from it
due to the expected illiquidity of trading in the Run-Off Shares
(which would be likely to become even more pronounced as the size
of the class reduced) it is not proposed to list the Run-Off
Shares.
The Placing
Up to 250,000,000 Ordinary Shares in aggregate may be issued
pursuant to the Placing. The Issue Price will be determined by the
Board immediately prior to the Placing, with the intention that
Placing Shares should be issued at or close to the prevailing Net
Asset Value per Ordinary Share.
The Net Proceeds of the Placing are being raised for the
purposes of implementing, and will be applied in accordance with,
the new investment objective in respect of the Ordinary Shares as
explained above.
The Placing is conditional on at least 40 per cent. of existing
Shareholders (by value) not electing to have their Ordinary Shares
re-designated as Run-Off Shares at the time of the Placing; and the
Ordinary Shares Net Asset Value post the Placing being at least
GBP35 million (after the costs and expenses of the Placing). The
Company has received undertakings from certain shareholders,
including Saltus Partners LLP and Sandalwood Securities, in respect
of 15,265,171 Shares (representing, in aggregate 42.6 per cent. of
the Shares in issue) not to elect for their Ordinary Shares to be
converted into Run-Off Shares.
The Placing Shares are being conditionally placed at the Issue
Price with institutional investors subject to, inter alia, the
Placing Agreement becoming unconditional. Under the terms of the
Placing Agreement, Canaccord have agreed to use their reasonable
endeavours to procure Placees for the Placing Shares. Commitments
under the Placing must be received by Canaccord no later than 3.00
p.m. on 18 October 2012.
Management of existing portfolio
If the Placing proceeds, the Directors will allocate the assets
and liabilities of the Company between the Ordinary Shares Pool and
the Run-Off Shares Pool in accordance with the principles
concerning asset allocation set out below. Redemption requests have
been placed in respect of all of the Company's investments which
are open to redemption. A significant majority of these proceeds
are expected to be recovered by the Company over the course of the
next twelve months. In addition, the illiquid elements of the
portfolio are continuing to perform in line with expectations and
are returning capital on a regular basis.
Immediately following completion of the Placing, the assets of
the Ordinary Shares Pool will consist of:
- that part of the Company's existing portfolio which is
allocated to the Ordinary Shares Pool in accordance with the
Company's asset allocation policy set out below; and
- the proceeds of the Placing.
The Directors anticipate that, subject to the advice of the
Investment Adviser, the existing assets in the Ordinary Shares Pool
will be realised in an orderly manner and the proceeds thereof
invested in accordance with the Ordinary Shares Investment Policy.
The proceeds of the Placing will be invested in accordance with the
Ordinary Shares Investment Policy.
Asset allocation
In accordance with the Articles, the Directors will allocate the
assets and liabilities of the Company between a pool reserved for
the Ordinary Shares (the "Ordinary Shares Pool") and a pool
reserved for the Run-Off Shares (the "Run-Off Pool") in accordance
with the following principles:
-- prior to the Share Redesignations, all of the assets and
liabilities of the Company shall be allocated to the Ordinary
Shares Pool;
-- if immediately following the Share Redesignations, the only
shares in issue are Run-Off Shares, all of the assets and
liabilities of the Company shall be allocated to the Run-Off
Pool;
-- if immediately following the Share Redesignations, but before
the issue of Ordinary Shares pursuant to the Placing, both Ordinary
Shares and Run-Off Shares are in issue, the assets and liabilities
of the Company shall be allocated as between the Ordinary Shares
Pool and the Run-Off Pool pro rata (without "cherry-picking")
across assets and liabilities to the percentage of the entire
issued share capital of the Company which the Ordinary Shares and
the Run-Off Shares respectively hold. For example, if following the
Share Redesignations, there are 100 million Shares in issue, of
which 80 million are Ordinary Shares and 20 million are Run-Off
Shares, the Ordinary Shares Pool shall comprise 80 per cent. of the
assets and liabilities of the Company at that time and the Run-Off
Pool shall comprise 20 per cent. of the assets and liabilities of
the Company at that time;
-- any new money raised by the issue of Ordinary Shares
(including pursuant to the Placing) shall be allocated to the
Ordinary Share Pool; and
-- all the expenses of the Placing will allocated to the Ordinary Share Pool.
Once assets and liabilities have been allocated to either the
Run-Off Pool or the Ordinary Share Pool, they will be segregated
(in accounting terms but not physically or legally) such that:
-- the assets and liabilities of the Run-Off Pool will be
managed in accordance with the Run-Off Shares Investment
Policy;
-- distributions out of the Run-Off Pool can only be made on Run-Off Shares;
-- Ordinary Shares are not entitled to participate in the Run-Off Pool on a liquidation;
-- market acquisitions of Ordinary Shares may only be made using
the assets of the Ordinary Shares Pool and any accretion to net
asset value as a result of market acquisitions of Ordinary Shares
shall be for the account of the Ordinary Shares Pool;
-- the assets and liabilities of the Ordinary Shares Pool will
be managed in accordance with the Ordinary Shares Investment
Policy;
-- distributions out of the Ordinary Shares Pool can only be made on Ordinary Shares; and
-- Run-Off Shares are not entitled to participate in the Ordinary Share Pool on a liquidation.
Automatic redesignation of Ordinary Shares
Notwithstanding any election made by a Shareholder, in
accordance with the Articles, if either:
-- the Placing is not completed in accordance with its terms on or before 31 December 2012; or
-- prior to 31 December 2012, the Company announces publicly
that the Directors have concluded that there is no realistic
prospect of the Placing being completed in accordance with its
terms on or before 31 December 2012,
subject to applicable law and regulation, all of the Ordinary
Shares in issue shall automatically be redesignated as Run-Off
Shares. As noted above, the costs of maintaining a listing are
significant and Run-Off Shareholders are likely to derive little
benefit from it due to the expected illiquidity of trading in the
Run-Off Shares (which would be likely to become even more
pronounced as the size of the class reduced). Accordingly, it is
not proposed to list the Run-Off Shares.
Life of the Company
Although the Company does not have a fixed life, the Directors
believe that the window of opportunity for the Company's investment
strategy to meet the targeted investment returns is likely to be of
relatively short duration. Accordingly, the Board considers it
desirable to give Ordinary Shareholders periodic opportunities to
review the future of the Company as described below.
Discount management provisions
As a listed closed-ended share class, there is always the
possibility of the Ordinary Shares trading at a discount to their
Ordinary Share Net Asset Value. The Directors have given detailed
consideration to the discount risk and how this can be managed.
1. Continuation Vote
The Company will have an initial investment period of
approximately 12 to 18 months after which time Ordinary
Shareholders will have the opportunity to vote on the investment
policy relating to the Ordinary Shares at the Company's annual
general meeting to be held in 2014. This vote will require a simple
majority of Ordinary Shareholders present in person or by proxy to
vote in favour for the Company to maintain the Ordinary Shares
Investment Policy. Thereafter a continuation vote will be proposed
at each subsequent annual general meeting requiring a majority of
not less than 75 per cent. of Ordinary Shareholders present in
person or by proxy to vote in favour in order for the Company to
maintain the Ordinary Shares Investment Policy.
Immediately upon any continuation resolution not being passed,
the Ordinary Shares will become automatically subject to a managed
wind-down.
2. Adoption of Valuation Methodology
The Company has adopted the Valuation Methodology which the
Directors believe is more conservative than is the industry norm
amongst other listed funds holding hedge fund assets. Rather than
simply reporting the value of the Company's portfolio based upon
valuations provided by underlying managers and their
administrators, the Valuation Methodology considers the price at
which the Company has acquired assets (which will typically be at a
discount to the underlying managers' reported net asset value) and,
among other factors, the present value of expected future
recoveries, discounted at a rate appropriate for the level of
uncertainty over quantum and timeframe.
The adoption of the Valuation Methodology has resulted in a
material reduction in the valuation of investments that are not
readily realisable - in particular the Long Lock Funds and the
Liquidation Share Classes. The Board believes that investor
perception that such illiquid assets are often over-valued is a
material driver of discounts to net asset value prevalent in listed
closed-ended sector funds which contain investments which are not
readily realisable.
3. Purchases of Ordinary Shares by the Company
If the Placing becomes unconditional, the Directors intend to
convene a general meeting of Shareholders to seek authority to make
market acquisitions of up to 15 per cent. of the Ordinary Shares
then in issue (subject to the Company having available resources to
do so) in order to address any imbalance between the supply of and
demand for Ordinary Shares which may otherwise cause the share
price to trade at a discount to the Net Asset Value per Ordinary
Share.
Purchases of Ordinary Shares will be made within guidelines
established from time to time by the Directors. In the first
instance, during the period prior to the Company becoming fully
invested, the Board would expect to utilise the share buyback
authority if the Ordinary Shares consistently trade at a discount
to NAV in excess of 5 per cent. Ordinary Shares repurchased by the
Company will be cancelled. Ordinary Shareholders should note that
the exercise of the Company's powers to repurchase Ordinary Shares
is entirely discretionary and Ordinary Shareholders should place no
expectation or reliance on the Directors exercising such discretion
on one or more occasions. The utilisation of discount control
measures by the Company is subject to all applicable laws, rules
and regulations (including, without limitation, as to the
satisfaction of the solvency test prescribed by the 2008 Law)
prevailing at the time of utilisation, the Articles of the Company
in force from time to time and the policies of the Board from time
to time.
Notwithstanding the above discount management provisions,
Ordinary Shareholders should not expect that they will necessarily
be able to realise, within a period which they would otherwise
regard as reasonable, all or any of their investment in the
Company, nor can they be certain that they will be able to realise
all or any of their investment on a basis that necessarily reflects
the value of the Ordinary Shares Pool.
Listing
The Company's Ordinary Shares will be admitted to trading under
Chapter 14 of the Listing Rules (Standard listing (shares)) rather
than under Chapter 15 of the current Listing Rules (closed-ended
investment funds: premium listing).
The Board currently believes that the Main Market is the most
appropriate exchange on which the Ordinary Shares should be traded.
Accordingly the Directors will apply for the Placing Shares to be
admitted to the Official List of the UK Listing Authority and to
trading on the Main Market. If, following the Placing, the Company
fails to meet eligibility requirements for the Official List as a
result of having insufficient shares in public hands, the Company
intends to cancel the listing of the Ordinary Shares (including the
Placing Shares) on the Official List and the Main Market and seek
admission to trading of those shares on the SFM.
The SFM is an EU-regulated market operated by the LSE. The
continuing obligations of the SFM are
broadly similar to those of Chapter 14 of the Official List, the
key obligations being as follows:
-- compliance with the LSE's corporate actions timetable; and
-- the Financial Services Authority's Disclosure and
Transparency Rules will apply to the Company.
As the costs of maintaining a listing are significant and
Run-Off Shareholders are likely to derive little benefit from it
due to the expected illiquidity of trading in the Run-Off Shares
(which would be likely to become even more pronounced as the size
of the class reduced) it is not proposed to list the Run-Off
Shares.
Expenses of the Placing
All expenses of the Placing will be allocated to the Ordinary
Share Pool. On the basis that the gross proceeds of the Placing
amount to GBP100.0m, the total expenses of the Placing are
estimated to amount to GBP2.2m (of which GBP2.0m is attributable to
the Placing Shares and GBP0.2m is attributable to the existing
Ordinary Shares).
The Manager and the Sub Manager
The Directors are responsible for the determination of the
Company's investment policy and have overall responsibility for the
Company's activities. The Company has, however, entered into an
amended and restructured Management Agreement with the Manager,
Saltus (Channel Islands) Limited, under which the Manager has been
appointed with overall responsibility for the management of the
Company's portfolio and the provision of various other management
services to the Company, subject to the overriding supervision of
the Directors.
The Manager is regulated by the Guernsey Financial Services
Commission. The Manager is a Guernsey registered company,
incorporated on 16 September 2005 with registration number
43685.
The Manager has entered into an amended and restructured
sub-management agreement with the Sub Manager, Saltus Partners LLP,
for the Sub Manager to undertake certain of its investment
management duties, including making day-to-day investment
decisions, based on advice provided by the Investment Adviser.
Saltus Partners is a London-based FSA-regulated investment manager
which provides multi-manager investment management and financial
advisory services to high net worth individuals, families'
charities, trusts and institutions. Saltus Partners is also Sub
Manager to AcenciA Debt Strategies Limited, another London listed
investment company. Saltus Partners specialises in investing in
alternative assets, including hedge funds, private equity and
commercial property on behalf of its clients. Saltus Partners was
founded in early 2004 by Jon Macintosh and Simon Armstrong and
comprises a team of twelve individuals.
Saltus Partners LLP is regulated by the Financial Services
Authority. It is an English-registered limited liability
partnership incorporated on 16 June 2004 with registration number
OC308328.
The Manager and Sub Manager have appointed Dakota Capital
International Pty Ltd to act as the Investment Adviser in relation
to the investment of the Company's portfolio, pursuant to the
Investment Advisory Agreement.
Total funds under management for the Manager and the Sub Manager
in relation to the management of closed ended and open ended
investment companies exceeded GBP270 million as at 31 August
2012.
Investment Adviser
Dakota is an Australian based funds management group which buys
secondary hedge fund interests. Dakota's client base consists
primarily of Australian ultra-high net worth individuals and family
offices. Dakota is an authorised representative under the
Australian financial services licence of a related entity, Axle
Capital Pty Limited (with licence number AFSL 365948). Australian
financial services licences are regulated by the Australian
Securities and Investments Commission. Axle Capital Pty Limited,
Axle Holdco Pty Ltd (a related entity) and Dakota were founded in
2010 and collectively manage approximately $430 million in hedge
funds as at 30 June 2012. Axle Capital and Axle Holdco together
manage fund of hedge funds in wind-down. Dakota has had prior
experience of managing seven funds.
Dakota has been appointed as Investment Adviser to the Company
with responsibility for providing investment advice in relation to
the composition of the Company's investment portfolio.
Management Fees
Under the terms of the Management Agreement, the Manager is
entitled to receive a management fee from the Company equal to
0.125 per calendar month (equivalent to 1.5 per cent. per annum) of
the Monthly Average Market Capitalisation and 0.0833 per cent. per
calendar month (equivalent to 1 per cent. per annum) of the Total
Run-off Asset Value.
In addition to the management fee, the Manager shall be entitled
in certain circumstances to a performance fee payable by the
Company, in relation to the Ordinary Shares Pool. For the purposes
of determining whether a performance fee is payable and calculating
the amount of the performance fee, the only distributions taken
into account are distributions attributable to the Ordinary Shares
Pool. After the point when each Ordinary Shareholder has received
an amount of cash distributions equal to the Placing Price per
Ordinary Share (referred to as the "Contributed Capital"), and such
additional distributions that they have realised an annualised
return (on a compound basis) of 8 per cent. on the Contributed
Capital (the "Preferred Return"), the Manager will become entitled
to a performance fee. In the first instance the performance fee
will be equal to 100 per cent of all distributions made in excess
of the Contributed Capital and the Preferred Return until the
Manager has received an amount equal to 15 per cent. of all
distributions made by the Company, other than distributions in
respect of the Contributed Capital. Thereafter, all distributions
shall be paid 85 per cent. to the Ordinary Shareholders and the
remaining 15 per cent. to the Manager. No performance fee is
payable on the Run-off Shares Pool.
After receiving its own fees from the Company, the Manager is
responsible for meeting all the investment advisory fees of the
Investment Adviser (which comprise a fixed proportion of both the
management fee and the performance fee) under the terms of the
Investment Advisory Agreement and all of the fees of the Sub
Manager which, under the terms of the Sub Management Agreement,
shall be an amount agreed between the Investment Manager and the
Sub Manager.
Publication of the Prospectus and Circular
A copy of the Prospectus will be submitted to the National
Storage Mechanism and will be available for inspection at
www.Hemscott.com/nsm.do. A copy of the Prospectus will also be
available on the Company's website,
www.alternative-liquidity.com
Defined terms in this announcement shall, unless otherwise
stated, have the same meaning as those attributed to them in the
Prospectus.
Important Information
This Announcement has been issued by and is the sole
responsibility of the Company.
No representation or warranty express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Canaccord Genuity Europe Limited
("Canaccord Genuity") or by any of its respective affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This announcement is an advertisement and is not a prospectus.
Accordingly, investors should not subscribe for securities except
on the basis of information in the Prospectus itself.
Neither this document nor anything contained herein shall form
the basis of, or be relied upon in connection with, any offer or
commitment whatsoever in any jurisdiction. Any offer to acquire
securities pursuant to the Issue will be made, and any investor
should make his investment, solely on the basis of information that
is contained in the Prospectus.
This announcement and the information contained herein is not
for publication, release or distribution, directly or indirectly,
in or into the United States, Australia, South Africa, Canada or
Japan or any jurisdiction in which the same would be unlawful. This
announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or acquire shares in the capital of
the Company in the United States, Australia, Canada or Japan or any
jurisdiction in which such an offer or solicitation is
unlawful.
Any offering will only be made in any jurisdiction in compliance
with local laws.
None of the Shares in the Company referred to in this
Announcement (the "Shares") have been, or will be, registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act")
or with any securities regulatory authority of any State or other
jurisdiction of the United States, and accordingly may not be
offered, sold or transferred within the United States except
pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No offering of the Shares is
being made in the United States or to U.S. persons as defined in
and in accordance with Regulation S under the Securities Act ("U.S.
Persons"). The Company has not been and will not be registered
under the U.S. Investment Company Act of 1940, as amended (the
"Investment Company Act") and investors will not be entitled to the
benefits of that Act.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
as sponsor to the Company and is acting for no-one else in
connection with the Issue and the contents of this announcement,
and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Canaccord Genuity
Europe Limited nor for providing advice in connection with the
Issue and the contents of this announcement or any other matter
referred to herein. Canaccord Genuity Limited is not responsible
for the contents of this announcement. This does not exclude or
limit any responsibilities which Canaccord Genuity Europe Limited
may have under the Financial Services and Markets Act 2000 or the
regulatory regime established thereunder.
The distribution of this Announcement and the Placing in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or Canaccord Genuity that would permit an offering of
the Shares or possession or distribution of this Announcement or
any other offering or publicity material relating to such shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Canaccord Genuity to inform themselves about, and to
observe, such restrictions.
This Announcement is for information purposes only and does not
constitute an invitation to subscribe for or otherwise acquire or
dispose of securities in the Company in any jurisdiction. The
information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy or completeness, This
announcement does not constitute or form part of any offer to issue
or sell, or any solicitation of any offer to subscribe or purchase,
any investments nor shall it (or the fact of its distribution) form
the basis of, or be relied on in connection with, any contract
therefor.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These statements are not guarantees of future
performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given these risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise. The information
contained in this Announcement is subject to change without notice
and neither the Company nor Canaccord Genuity assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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