TIDMBIPS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE
IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
24 January 2024
Invesco Bond Income Plus Limited
Proposed Placing and Retail Offer
The Board of Invesco Bond Income Plus Limited (the "Company" or "BIPS") is
pleased to announce a placing (the "Placing") and retail offer of Shares in the
Company (the "Shares") (the "Fundraising"). The retail offer will be undertaken
via the Winterflood Retail Access Platform ("WRAP") (the "WRAP Retail Offer").
The Fundraising
Throughout the course of 2023, the Company demonstrated continued strong
performance, and the Company's shares (the "Shares") have traded at an average
premium to NAV of 1.55 per cent., leading to ongoing demand for the Shares
(issuing a total of 7.4 million Shares during the year). The Board also notes
the recent announcements by Henderson Diversified Income Trust plc ("HDIV") in
connection with its winding up, which is expected to result in c. £54 million
being returned to HDIV's shareholders who have elected to receive cash.
The Company is the largest investment company within the AIC Loans and Bonds
sector and it's fund managers, Rhys Davies and Edward Craven have significant
experience of managing a portfolio predominantly invested in high yield bonds to
deliver a high level of income to shareholders. The Board of the company have
committed to providing shareholders with an income of 11.5p per share.
Consequently, the Board has decided to undertake a Fundraising to provide new
and existing investors, including retail investors and HDIV's shareholders who
have elected to receive the cash offer, the opportunity to maintain their high
yield exposure by purchasing Shares at a modest premium to NAV. Shares issued
pursuant to the Fundraising will be issued at a lower premium than the premium
at which the Company normally undertakes tap issues.
Any Shares issued pursuant to the Fundraising will be issued at a price equal to
a 0.75% premium to the last published cum-income NAV per Share prior to the
Fundraising close (the "Issue Price"). The Issue Price is expected to be
announced on 6 February 2024.
Winterflood Securities Limited ("Winterflood") is acting as bookrunner to the
Company in relation to the Placing. The Placing is not being underwritten.
The WRAP Retail Offer, which is being made under an exemption against the need
for an approved prospectus provided for under the Financial Services and Markets
Act 2000, is expected to run alongside the Placing. There is a Jersey legal
requirement pursuant to the Collective Investment Funds (Certified Funds -
Prospectuses) (Jersey) Order 2012 (the "Prospectus Order") to provide certain
information in respect of the WRAP Retail Offer. This supplemental information
can be found in Appendix 2 (the "Supplemental Information" or "Appendix 2"). A
separate announcement will be released shortly detailing the WRAP Retail Offer.
All Shares issued pursuant to the Fundraising will, when issued and fully paid,
confer the right to receive all dividends or other distributions declared, if
any, by reference to a record date after the date of their issue and in all
other respects will rank pari passu with the existing Shares.
It is a term of the WRAP Retail Offer that the total value of the ordinary
Shares available for subscription through the WRAP Retail Offer does not exceed
EUR 8 million (or the equivalent amount in sterling, calculated in accordance
with FSMA). The Fundraising will be capped at £15 million.
Applications will be made to the Financial Conduct Authority for admission of
the Shares to the premium listing segment of the Official List and to the London
Stock Exchange for admission to trading of the Shares on its main market for
listed securities ("Admission").
Further information on the Company can be found at the Company's website:
https://www.invesco.com/uk/en/investment-trusts/invesco-bond-income-plus
-limited.html
Timetable
The expected timetable for the Fundraising is as follows:
+--------------------------------+------------------------+
| |2024 |
+--------------------------------+------------------------+
|Fundraising opens |07:00 on 24 January |
+--------------------------------+------------------------+
|Issue Price announced |6 February |
+--------------------------------+------------------------+
|Fundraising closes |14:00 on 7 February |
+--------------------------------+------------------------+
|Results of Fundraising announced|8 February |
+--------------------------------+------------------------+
|Admission of new Shares |8.00 a.m. on 12 February|
+--------------------------------+------------------------+
Availability of the Placing
Participation in the Placing will only be available to persons in the United
Kingdom and member states of the European Economic Area who are qualified
investors as defined in article 2(e) of Regulation (EU) 2017/1129 which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended)
(the "UK Prospectus Regulation") ("Qualified Investors"). Qualified Investors
should communicate their firm interest to their usual sales contact at
Winterflood.
The Placing will be made through Winterflood, subject to the terms and
conditions (the "Terms and Conditions") set out below in Appendix 1 to this
announcement. The decision to allot the Shares to any Qualified Investor
pursuant to the Placing shall be at the absolute discretion of Winterflood (in
consultation with the Company).
By making an offer to subscribe for Shares under the Placing, investors will be
deemed to have accepted the Terms and Conditions. An investor that has made an
offer to subscribe for Shares under the Placing accepts that following the
closing of the Fundraising such offer shall be irrevocable. Upon being notified
of its allocation of Shares in the Placing, an investor shall be contractually
committed to acquire the number of Shares allocated to it at the Issue Price.
Winterflood, in agreement with the Company, may choose to accept applications,
either in whole or in part, on the basis of allocations determined, and may
scale down any applications for this purpose, on such basis as the Company and
Winterflood may determine. Winterflood may also, notwithstanding the above,
subject to the prior consent of the Company: (i) allocate Shares after the time
of any initial allocation to any person submitting an application after that
time; and (ii) allocate Shares after the Fundraising has closed to any person
submitting an application after that time.
For further information please contact:
Winterflood Securities Limited +44 (0)20 3100 0000
Darren Willis
Hugh Middleton
Neil Morgan
Phoebe Pankhurst
Invesco Fund Managers Limited +44 (0)20 7543 3500
Will Ellis
John Armstrong-Denby
Eddy Bukenya
Invesco Bond Income Plus Limited LEI: 549300JLX6ELWUZXCX14
Important Notice
The content of this announcement has been prepared by, and is the sole
responsibility of, Invesco Bond Income Plus Limited.
The information contained in this announcement is given at the date of its
publication and is subject to updating, revision and amendment from time to
time. Neither the content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms part of, this
announcement.
Members of the public are not eligible to take part in the Placing. Information
in this announcement relating to the Placing (including within Appendix 1) and
the terms and conditions of the Placing set out in Appendix 1 are for
information purposes only and are directed only at: (a) persons in member states
of the European Economic Area ("EEA") in which the Company has been
appropriately registered or has otherwise complied with the marketing
requirements of the Alternative Investment Fund Managers Directive (which means
Directive 2011/61/EU and includes any relevant legislation implementing that
directive in the relevant member state (the "EU AIFM Directive")) who are (i)
qualified investors within the meaning of article 2(e) of Regulation (EU)
2017/2019 (the "EU Prospectus Regulation") ("EEA Qualified Investors"); and (ii)
professional investors within the meaning of article 4(1)(ag) of the EU AIFM
Directive or whom may be treated as professional investors under the national
law of any member state; and (b) in the United Kingdom, persons who are
qualified investors within the meaning of article 2(e) of the UK version of the
EU Prospectus Regulation which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation") ("UK
Qualified Investors") who are persons: (i) who have professional experience in
matters relating to investments falling within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or
(ii) falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the order; or (iii) are persons to whom it
may otherwise be lawfully communicated (all such persons together being referred
to as "relevant persons"). Any investment or investment activity to which this
announcement relates is available only to and will only be engaged in with the
persons referred to in (a) and (b) above.
Investors should make their own investigations into the merits of an investment
in the Company. Nothing in this announcement amounts to a recommendation to
invest in the Company or amounts to investment, taxation or legal advice.
Dividend targets are a target only and not a profit forecast, there can be no
assurances that this target will be met. No representation is being made by the
inclusion of the data contained herein that the Company will achieve results
similar to that which it has achieved in the past or avoid losses. Past
performance cannot be relied on as a guide to future performance.
It should be noted that a subscription for Shares and investment in the Company
carries a number of risks. Investors should consider the risk factors set out in
the Company's latest annual report before making a decision to subscribe for
Shares. Investors should take independent advice from a person experienced in
advising on investment in securities such as the Shares if they are in any
doubt. Investors' capital is at risk.
Any investment or investment activity to which this announcement (including the
Appendices) and the terms and conditions set out herein relates is available
only to, and will be engaged in only with, Relevant Persons. This announcement
(including the Appendices) is for information purposes only and does not itself
constitute an offer for sale or subscription of any securities in the Company.
If persons are in any doubt as to whether they are a Relevant Person they should
consult a professional adviser for advice.
The Shares have not been registered and will not be registered in the United
States under the U.S. Securities Act of 1933, as amended (the "Securities Act"),
the U.S. Investment Company Act of 1940, as amended, (the "Investment Company
Act") or any other applicable securities laws and may not be offered, sold,
exercised, resold, transferred or delivered, directly or indirectly, in or into
the United States or to or for the account or benefit of any US Person (within
the meaning of Regulation S under the Securities Act), except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction in the United States, and
under circumstances that that would not result in the Company being in violation
of the Investment Company Act.
The Shares are being offered and sold outside the United States to non U.S.
Persons in offshore transactions in reliance on the exemption from the
registration requirements of the Securities Act provided by Regulation S
thereunder. The Shares have not been approved or disapproved by the United
States Securities and Exchange Commission, any state securities commission in
the United States or any other U.S. regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of the
Shares pursuant to the Fundraising or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal offence in the
United States.
This announcement (including the Appendices) does not constitute an offer to
sell or issue or a solicitation to buy or subscribe for Shares in any
jurisdiction including, without limitation, the United States, Canada,
Australia, New Zealand, the Republic of South Africa, Japan or any other
jurisdiction in which such offer or solicitation is or may be unlawful (an
"Excluded Territory"). This announcement (including the Appendices) is not for
publication, release or distribution, directly or indirectly, in whole or in
part, to U.S. Persons or to persons in an Excluded Territory.
The distribution of this announcement (including the Appendices), and/or the
issue of Shares in certain jurisdictions may be restricted by law and/or
regulation. No action has been taken by the Company, Winterflood or Invesco Fund
Managers Limited (the "Investment Manager") or any of their respective
affiliates that would permit an offer of Shares pursuant to the Placing in any
jurisdiction where action for that purpose is required. Persons receiving this
announcement are required to inform themselves about and to observe any such
restrictions.
Certain statements made in this announcement are forward-looking statements.
These forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Such statements are based on current
expectations and assumptions and are subject to a number of risks and
uncertainties that could cause actual events or results to differ materially
from any expected future events or results expressed or implied in these forward
-looking statements.
The information contained in this announcement is subject to change without
notice and the Company does not take any responsibility or obligation nor does
it intend to revise or update publicly or review any of the forward-looking
statements in this announcement to reflect events or circumstances after the
date of this announcement (except to the extent required by the Financial
Conduct Authority, London Stock Exchange plc or by applicable law). Prospective
investors should not place undue reliance on forward-looking statements, which
speak only as of the date of this announcement, as a prediction of actual
results or otherwise.
Winterflood, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting only for the Company in connection with
the matters described in this announcement and is not acting for or advising any
other person, or treating any other person as its client, in relation thereto
and will not be responsible for providing the regulatory protection afforded to
clients of Winterflood or advice to any other person in relation to the matter
contained herein.
None of the Investment Manager or Winterflood, or any of their respective
affiliates, accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the announcement)
or for any loss howsoever arising from any use of the announcement or its
contents aside from the responsibilities and liabilities, if any, which may be
imposed by the Financial Services and Markets Act as amended (the "FSMA"), or
the regulatory regime established thereunder or any other applicable regulatory
regime. The Investment Manager and Winterflood and their respective affiliates
accordingly disclaim all and any liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this announcement or its
contents or otherwise arising in connection therewith.
Information to Distributors
Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing Directive 2014/65/EU; (c) local
implementing measures; and/or (d) (where applicable to UK investors or UK firms)
the relevant provisions of the UK statutory instruments implementing Directive
2014/65/EU and Commission Delegated Directive (EU) 2017/593, Regulation (EU) No
600/2014 of the European Parliament, as they form part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended (together, the "UK MiFID
Laws") (together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the Shares
have been subject to a product approval process, which has determined that the
Shares are: (i) compatible with an end target market of retail investors who do
not need a guaranteed income or capital protection and investors who meet the
criteria of professional clients and eligible counterparties, each as defined in
Directive 2014/65/EU and the UK MiFID Laws (as applicable); and (ii) eligible
for distribution through all distribution channels permitted by Directive
2014/65/EU and the UK MiFID Laws, as applicable (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the
price of Shares may decline and investors could lose all or part of their
investment; the Shares offer no guaranteed income and no capital protection; and
an investment in Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market Assessment
is without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Issue. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Winterflood will only contact
prospective placees for participation in the Placing who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Directive 2014/65/EU or the UK MiFID Laws; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target market assessment
in respect of the Shares and determining appropriate distribution channels.
PRIIPS Regulation
In accordance with the UK version of Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key information
documents for packaged retail and insurance-based investment products (PRIIPs),
which forms part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended (the "UK PRIIPs Laws"), a key information document in respect
of the new ordinary Shares has been prepared by Invesco Fund Managers Limited as
the Company's alternative investment fund manager and is available to investors
on the Company's website: https://www.invesco.com/uk/en/investment
-trusts/invesco-bond-income-plus-limited.html
APPIX 1 - TERMS AND CONDITIONS OF THE PLACING
1. INTRODUCTION
1. 1.1 By participating in the Placing each applicant
for Shares (a "Placee") is deemed to have read and understood this announcement
(the "Announcement") including this appendix ("Appendix 1") and Supplemental
Information in its entirety and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in this Appendix 1.
1.2. Each Placee which confirms its agreement (whether orally or
in writing) to Winterflood to subscribe for the Shares under the Placing will be
bound by these Terms and Conditions and will be deemed to have accepted them.
1.3. Winterflood may require any Placee to agree to such further
terms and/or conditions and/or give such additional warranties and/or
representations as it (in its absolute discretion) sees fit and may require any
such Placee to execute a separate placing letter. The terms and conditions
contained in any such placing letter shall be supplemental and in addition to
the Terms and Conditions contained in this Appendix 1.
2. AGREEMENT TO SUBSCRIBE FOR SHARES
1. 2.1 Conditional on:
2.1.1. Admission occurring and becoming effective by 8.00 a.m.
on 12 February 2024 (or such later time and/or date as the Company and
Winterflood may agree, not being later than 23 February 2024);
2.1.2. the Placing not having been terminated on or before the
date of Admission; and
2.1.3. Winterflood confirming to the Placees their allocation of
Shares, a Placee agrees to become a member of the Company and agrees to
subscribe for those Shares allocated to it by Winterflood at the Issue Price. To
the fullest extent permitted by law, each Placee acknowledges and agrees that it
will not be entitled to exercise any remedy of rescission at any time. This does
not affect any other rights the Placee may have.
2.2. Any commitment to acquire Shares under the Placing agreed
orally with Winterflood, as agent for the Company, will constitute an
irrevocable, legally binding commitment upon that person (who at that point will
become a Placee) in favour of the Company and Winterflood, to subscribe for the
number of Shares allocated to it on the terms and subject to the conditions set
out in these Terms and Conditions and in a contract note (the "Contract Note")
and in accordance with the articles of association of the Company. Except with
the consent of Winterflood, such oral commitment will not be capable of
variation or revocation after the time at which it is made.
2.3. Each Placee's allocation of Shares under the Placing will be
evidenced by a Contract Note confirming: (i) the number of Shares that such
Placee has agreed to acquire; (ii) the aggregate amount that such Placee will be
required to pay for such Shares; and (ii) settlement instructions to pay
Winterflood, as agent for the Company. The provisions as set out in these Terms
and Conditions will be deemed to be incorporated into that Contract Note.
3. PAYMENT FOR SHARES
1. 3.1Each Placee undertakes to pay the Issue Price for the
Shares issued to the Placee in the manner and by the time directed by
Winterflood. In the event of any failure by any Placee to pay as so directed
and/or by the time required by Winterflood, the relevant Placee's application
for Shares may, at the discretion of Winterflood, either be accepted or rejected
and, in the former case, paragraph 4.6 and/or 7.5 below shall apply.
4. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
4.1. Prospective Placees will be identified and contacted by
Winterflood.
4.2. The latest time and date for receipt of commitments under the
Fundraising is 2.00 p.m. (London time) on 7 February 2024. Winterflood reserves
the right to bring this date forward, or to extend the timetable at its
discretion.
4.3. Winterflood will re-contact and confirm orally or by email to
Placees the size of their respective allocations and a Contract Note will be
dispatched as soon as possible thereafter. Winterflood's confirmation of the
size of allocations and each Placee's oral commitment to accept the same or such
lesser number as determined in accordance with paragraph 4.4 below will
constitute a legally binding agreement pursuant to which each such Placee will
be required to accept the number of Shares allocated to the Placee at the Issue
Price and otherwise on the terms and subject to the conditions set out in this
Appendix 1.
4.4. Winterflood (after consultation with the Company) reserves
the right to scale back the number of Shares to be subscribed by any Placee in
the event of an oversubscription in the Placing. The Company and Winterflood
also reserve the right not to accept offers to subscribe for Shares or to accept
such offers in part rather than in whole. Winterflood shall be entitled to
effect the Fundraising by such method as it shall in its sole discretion
determine. To the fullest extent permissible by law, neither Winterflood, nor
any holding company of Winterflood, nor any subsidiary, branch or affiliate of
Winterflood (each an "Affiliate") nor any person acting on behalf of any of the
foregoing shall have any liability to Placees (or to any other person whether
acting on behalf of an Placee or otherwise). In particular, neither Winterflood,
nor any Affiliate thereof nor any person acting on their behalf shall have any
liability to Placees in respect of their conduct of the Placing. No commissions
will be paid to Placees or directly by Placees in respect of the Shares. Under
the terms of the Company's engagement letter with Winterflood, the Company shall
pay Winterflood a commission equal to a proportion of the gross proceeds raised
from Placees.
4.5. Each Placee's obligations will be owed to the Company and to
Winterflood. Following the oral or email confirmation referred to above, each
Placee will have an immediate, separate, irrevocable and binding obligation,
owed to Winterflood, to pay to Winterflood (or as Winterflood may direct) in
cleared funds an amount equal to the product of the Issue Price and the number
of Shares which such Placee has agreed to acquire under the Placing. Commitments
under the Placing, once made, cannot be withdrawn without the consent of the
directors of the Company (the "Directors"). The Company shall allot such Shares
to each Placee (or to Winterflood for onward transmission to the relevant
Placee) following each Placee's payment to Winterflood of such amount.
4.6. Each Placee agrees to indemnify on demand and hold each of
Winterflood, the Company and the Investment Manager and its and their respective
Affiliates harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection with any
breach of the acknowledgements, undertakings, representations, warranties and
agreements set forth in these Terms and Conditions as supplemented by any
Placing Letter.
4.7. All obligations of Winterflood under the Placing will be
subject to fulfilment of the conditions referred to below under "Conditions".
5. CONDITIONS
5.1. If the Placing does not become unconditional, the Placing
will lapse and each Placee's rights and obligations under the Placing shall
cease and terminate at such time and no claim may be made by a Placee in respect
thereof. Winterflood shall have no liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in respect of any
decision they may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition relating to the Placing.
5.2. By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the circumstances described
above and will not be capable of rescission or termination by the Placee.
5.3. By participating in a Placing, each Placee agrees with
Winterflood that the exercise by Winterflood of any right of termination or
other discretion shall be within the absolute discretion of Winterflood and that
Winterflood needs not make any reference to the Placee in this regard and that,
to the fullest extent permitted by law, Winterflood shall not have any liability
whatsoever to the Placee in connection with any such exercise.
6. NO PROSPECTUS
6.1. The Placing is only available to Relevant Persons that are
identified and contacted by Winterflood and the Shares will only be offered in
such a way as to not require a separate prospectus to be issued in the United
Kingdom or elsewhere (subject to the Prospectus Order requirements as detailed
below). No offering document or prospectus has been or will be submitted to be
approved by the Financial Conduct Authority in relation to the Placing and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix 1), Supplemental
Information and information that has been published by the Company in accordance
with the Financial Conduct Authority's Disclosure Guidance and Transparency
Rules and certain business and financial information the Company is required to
publish in accordance with the rules and practices of the Financial Conduct
Authority (collectively "Exchange Information"). There is a Jersey legal
requirement pursuant to the Prospectus Order to provide certain information in
respect of the Placing, which is contained in the Supplemental Information found
in Appendix 2.
6.2. Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement, including the appendices, is
exclusively the responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the Exchange
Information), representation, warranty, or statement made by or on behalf of the
Company or Winterflood, or the Investment Manager or any other person and none
of the Company, Winterflood or the Investment Manager nor any other person will
be liable for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which the Placee may
have obtained or received. Each Placee acknowledges and agrees that it has
relied on its own investigation of the business, financial or other position of
the Company in accepting a participation in the Placing, and confirms that it
has understood the risks of investing in the Company and acquiring Shares. Each
Placee also acknowledges that it has had an opportunity to review and access the
information on the Company's ongoing charges detailed in the Exchange
Information. Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
7. REGISTRATION AND SETTLEMENT
7.1. Settlement of transactions in the Shares following Admission
will take place within the CREST system, using the DVP mechanism, subject to
certain exceptions. Winterflood reserves the right to require settlement for and
delivery of the Shares (or a portion thereof) to Placees by such other means as
it may deem necessary, if delivery or settlement is not possible or practicable
within the CREST system within the timetable set out in the Announcement or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction.
7.2. Each Placee allocated Shares in the Placing will be sent a
Contract Note stating the number of Shares allocated to it, the aggregate amount
owed by such Placee to Winterflood (as agent for the Company) and settlement
instructions. Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with the settlement
instructions in the Contract Note or as otherwise directed by Winterflood.
7.3. It is expected that settlement in respect of the Shares will
be on a T+2 basis in accordance with the instructions set out in the Contract
Note.
7.4. Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out above at the
rate of 2 percentage points above the base rate of Barclays Bank Plc.
7.5. Each Placee is deemed to agree that if it does not comply
with these obligations, Winterflood may sell any or all of the Shares allocated
to the Placee on such Placee's behalf and retain from the proceeds, for their
own account and profit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The Placee will,
however, remain liable for any shortfall below the aggregate amount owed by such
Placee and it may be required to bear any tax or other charges (together with
any interest or penalties) which may arise upon the sale of such Shares on such
Placee's behalf. By communicating an application for Shares, each Placee confers
on Winterflood all such authorities and powers necessary to carry out any such
sale and agrees to ratify and confirm all actions which Winterflood lawfully
takes in pursuance of such sale.
7.6. If Shares are to be delivered to a custodian or settlement
agent, the Placee should ensure that the Contract Note is copied and delivered
immediately to the relevant person within that organisation.
7.7. Insofar as Shares are registered in the Placee's name or that
of its nominee or in the name of any person for whom the Placee is contracting
as agent or that of a nominee for such person, such Shares will, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve tax or
securities transfer tax is payable in respect of the issue of the Shares,
neither Winterflood nor the Company shall be responsible for the payment
thereof. Placees will not be entitled to receive any fee or commission in
connection with the Placing.
8. REPRESENTATIONS AND WARRANTIES
By agreeing to subscribe for Shares under the Placing, each Placee which enters
into a commitment to subscribe for Shares will (for itself and for any person(s)
procured by it to subscribe for Shares and any nominee(s) for any such
person(s)) be deemed to acknowledge, undertake, represent and warrant to each of
the Company, Winterflood, and the Investment Manager that:
8.1. it has read this Announcement, including this Appendix 1 and
Supplemental Information, in its entirety and acknowledges that its acquisition
of Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements, agreements and
undertakings and other information contained herein and undertakes not to
redistribute or duplicate this Announcement (including this Appendix 1) and
Supplemental Information;
8.2. save in respect of the Supplemental Information contained in
Appendix 2 no offering document or prospectus has been prepared in connection
with the placing of the Shares and it has not received a prospectus or other
offering document in connection therewith;
8.3. the Company's shares are listed on the premium segment of the
Official List of the Financial Conduct Authority and the Company is therefore
required to publish the Exchange Information, which includes a description of
the nature of the Company's business and the Company's most recent financial
statements and that the Placee is able to obtain or access such information
without undue difficulty, and is able to obtain access to such information or
comparable information concerning any other publicly traded company, without
undue difficulty;
8.4. it is relying solely on this Announcement (including this
Appendix 1 and Supplemental Information) and the Exchange Information published
by the Company prior to Admission of the Shares issued pursuant to the Placing
and not on any other information given, or representation or statement made at
any time, by any person concerning the Company or the Placing;
8.5. it has neither received nor relied on any confidential price
sensitive information concerning the Company in accepting this invitation to
participate in the Placing;
8.6. it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is unlawful to
make or accept an offer of the Shares pursuant to the Placing and it is not
acting on a non-discretionary basis for any such person;
8.7. it has carefully read and understands this Announcement,
including this Appendix 1 and Supplemental Information, in its entirety and
acknowledges that it is acquiring Shares subject to these Terms and Conditions,
the Contract Note and the articles of association of the Company as in force;
8.8. the price payable per Share is payable to Winterflood on
behalf of the Company in accordance with the terms of these Terms and Conditions
and in the Contract Note;
8.9. it has the funds available to pay for in full the Shares for
which it has agreed to subscribe and it will pay the total subscription amount
in accordance with the terms set out in these Terms and Conditions and as set
out in the Contract Note on the due time and date;
8.10. it has not relied on Winterflood or any person affiliated
with Winterflood in connection with any investigation of the accuracy of any
information contained in this Announcement and Supplemental Information or
otherwise;
8.11. the content of this Announcement, including this Appendix 1
and Supplemental Information, and the Exchange Information is exclusively the
responsibility of the Company and (in respect of the Exchange Information) in
addition to the Company, the persons stated therein as accepting responsibility,
and apart from the liabilities and responsibilities, if any, which may be
imposed on Winterflood under any regulatory regime, none of the Investment
Manager, Winterflood nor any person acting on their behalf nor any of their
Affiliates makes any representation, express or implied, nor accepts any
responsibility whatsoever for the contents of this Announcement and Supplemental
Information and the Exchange Information nor for any other statement made or
purported to be made by them or on its or their behalf in connection with the
Company, the Shares or the Placing;
8.12. no person is authorised in connection with the Placing to
give any information or make any representation other than as contained in this
Announcement and, if given or made, any information or representation must not
be relied upon as having been authorised by Winterflood, the Company or the
Investment Manager;
8.13. it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account for tax under
the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates
referred to in section 67, 70, 93 or 96 (depository receipts and clearance
services) of the Finance Act 1986 and the Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer Shares
into a clearance system;
8.14. if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to subscribe for Shares under the
Placing, that it has complied with all such laws, obtained all governmental and
other consents which may be required, complied with all requisite formalities
and paid any issue, transfer or other taxes due in connection with its
application in any territory and that it has not taken any action or omitted to
take any action which will result in the Company, Winterflood or the Investment
Manager or any of their respective officers, agents, employees or affiliates
acting in breach of the regulatory or legal requirements, directly or
indirectly, of any territory or jurisdiction outside the United Kingdom in
connection with the Placing;
8.15. it accepts that none of the Shares have been or will be
registered under the securities laws, or with any securities regulatory
authority other than of the United Kingdom and that the Shares may not be
offered, sold, issued or delivered, directly or indirectly, within any Excluded
Territory unless an exemption from any registration requirement is available;
8.16. if it is outside the United Kingdom, this Announcement
(including this Appendix 1) and Supplemental Information does not constitute an
invitation, offer or promotion to, or arrangement with, it or any person whom it
is procuring to subscribe for Shares pursuant to the Placing unless, in the
relevant territory, such offer, invitation or other course of conduct could
lawfully be made to it or such person and such documents or materials could
lawfully be provided to it or such person and Shares could lawfully be
distributed to and subscribed and held by it or such person without compliance
with any unfulfilled approval, registration or other regulatory or legal
requirements;
8.17. it, nor the prospective beneficial owner of the Shares, does
not have a registered address in, and is not a citizen, resident or national of
an Excluded Territory or any jurisdiction in which it is unlawful to make or
accept an offer of the Shares and it is not acting on a non-discretionary basis
for any such person;
8.18. it has complied with and will continue to comply with its
obligations under the Market Abuse Regulation (EU) No. 596/2014, Criminal
Justice Act 1993 and Part VIII of the FSMA and other applicable law; (b) in
connection with money laundering and terrorist financing, it has complied with
its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism
Act 2000 (as amended), and other applicable law, the Terrorism Act 2006, the
Money Laundering Regulations 2007 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) 2017 Regulations; and (c) it is
not a person: (i) with whom transactions are prohibited under the Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury; (ii) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a regulation of the EU
or a regulation adopted by the United Nations (together, the "Regulations");
and, if making payment on behalf of a third party, that satisfactory evidence
has been obtained and recorded by it to verify the identity of the third party
as required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a consequence
of, such purchase, and it will provide promptly to Winterflood such evidence, if
any, as to the identity or location or legal status of any person which
Winterflood may request from it in connection with the Placing (for the purpose
of complying with such Regulations or ascertaining the nationality of any person
or the jurisdiction(s) to which any person is subject or otherwise) in the form
and manner requested by Winterflood on the basis that any failure by it to do so
may result in the number of Shares that are to be purchased by it or at its
direction pursuant to the Placing being reduced to such number, or to nil, as
Winterflood may decide at its sole discretion;
8.19. if it is a financial intermediary, as that term is used in
Article 5 of the Prospectus Regulation, that the Shares purchased by it in the
Placing will not be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons in a member
state of the European Economic Area or the United Kingdom other than Qualified
Investors, or in circumstances in which the prior consent of Winterflood has
been given to the offer or resale;
8.20. it has not offered or sold and will not offer or sell any
Shares to be issued pursuant to the Placing to persons in the European Economic
Area or the United Kingdom prior to Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the European Economic Area or
the United Kingdom within the meaning of the Prospectus Regulation;
8.21. if it is in a member state of the European Economic Area or
the United Kingdom, unless otherwise specifically agreed in writing with
Winterflood, it is a Qualified Investor as defined in the Prospectus Regulation
and that it is a person to whom the Shares may lawfully be marketed to under any
applicable legislation implementing the AIFM Directive;
8.22. if it is within the United Kingdom, it is (a) a person who
falls within (i) Article 49(2)(A) to (D) or (ii) Article 19(5) of the FPO or is
a person to whom the Shares may otherwise lawfully be offered under the FPO, or,
if it is receiving the offer in circumstances under which the laws or
regulations of a jurisdiction other than the United Kingdom would apply, that it
is a person to whom the Shares may be lawfully offered under that other
jurisdiction's laws and regulations and (b) a "professional client" or an
"eligible counterparty" within the meaning of Chapter 3 of the Financial Conduct
Authority's Conduct of Business Sourcebook;
8.23. it and any person acting on its behalf is entitled to
acquire the Shares under the Placing under the laws of all relevant
jurisdictions and that it has all necessary capacity and has obtained all
necessary consents and authorities and taken any other necessary actions to
enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and authorities
to agree to the terms set out or referred to in this Announcement (including
this Appendix 1)) and will honour such obligations;
8.24. where it is acquiring Shares under the Placing for one or
more managed accounts, it is authorised in writing by each managed account: (i)
to acquire the Shares for each managed account; (ii) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Appendix 1 and the Announcement of which it forms part; and (iii) to
receive on its behalf any placing letter relating to the Placing in the form
provided to it by Winterflood;
8.25. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person and acknowledges
and agrees that no documents are being issued by Winterflood in its capacity as
an authorised person under section 21 of FSMA and such documents may not
therefore be subject to the controls which would apply if they were made or
approved a financial promotion by an authorised person;
8.26. it has complied and will comply with all applicable
provisions of the FSMA and the Financial Services Act 2012 with respect to
anything done by it in relation to the Shares to be issued pursuant to the
Placing in, from or otherwise involving, the United Kingdom;
8.27. unless it is otherwise expressly agreed with the Company and
Winterflood, it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted this document to any persons within the
United States or to any U.S. Persons, nor will it do any of the foregoing;
8.28. it represents, acknowledges and agrees to the
representations, warranties and agreements as set out under the heading "United
States Purchase and Transfer Restrictions" in paragraph 9 below;
8.29. it acknowledges that neither Winterflood nor any of its
respective affiliates nor any person acting on its or their behalf is making any
recommendations to it, advising it regarding the suitability of any transactions
it may enter into in connection with the Placing or providing any advice in
relation to the Placing and participation in the Placing or is on the basis that
it is not and will not be a client of Winterflood and that Winterflood does not
have any duties or responsibilities to it for providing protection afforded to
their respective clients or for providing advice in relation to the Placing;
8.30. the person whom it specifies for registration as holder of
the Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither
Winterflood nor the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees to participate
in the Placing and it agrees to indemnify the Company and Winterflood in respect
of the same on the basis that the Shares will be allotted to the CREST stock
account of Winterflood who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement instructions;
8.31. save in the event of fraud on the part of Winterflood, none
of Winterflood, its ultimate holding companies nor any direct or indirect
subsidiary undertakings of such holding companies, nor any of their respective
directors, members, partners, officers and employees, shall be responsible or
liable to a Placee or any of its clients for any matter arising out of
Winterflood's role as financial adviser and bookrunner or otherwise in
connection with the Placing and that where any such responsibility or liability
nevertheless arises as a matter of law the Placee and, if relevant, its clients,
will immediately waive any claim against any of such persons which the Placee or
any of its clients may have in respect thereof;
8.32. it accepts that if the Placing does not proceed or the
conditions to the Placing are not satisfied as regards the placing or the Shares
for which valid applications are received and accepted are not admitted to
trading on the London Stock Exchange plc's main market for any reason
whatsoever, then none of Winterflood or the Company or the Investment Manager,
nor persons controlling, controlled by or under common control with any of them
nor any of their respective employees, agents, officers, members, stockholders,
partners or representatives, shall have any liability whatsoever to it or any
other person;
8.33. if it is acting as a "distributor" (for the purposes of
MiFID II Product Governance Requirements):
8.33.1. it acknowledges that the Target Market Assessment
undertaken by the Investment Manager and Winterflood does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Shares and
each distributor is responsible for undertaking its own target market assessment
in respect of the Shares and determining appropriate distribution channels;
8.33.2. notwithstanding any Target Market Assessment undertaken
by the Investment Manager and Winterflood, it confirms that, other than where it
is a providing an execution-only service to investors, it has satisfied itself
as to the appropriate knowledge, experience, financial situation, risk tolerance
and objectives and needs of the investors to whom it plans to distribute the
Shares and that is has considered the compatibility of the risk/reward profile
of such Shares with the end target market; and
8.33.3. it acknowledges that the price of the Shares may decline
and investors could lose all or part of their investment; the Shares offer no
guaranteed income and no capital protection; and an investment in the Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses that
may result therefrom;
8.34. if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the United Kingdom) on the date of such
Placee's agreement to subscribe for Shares under the Placing and will not be any
such person on the date any such agreement to subscribe under the Placing is
accepted;
8.35. Winterflood and the Company are entitled to exercise any of
their rights under these Terms and Conditions or any other right in their
absolute discretion without any liability whatsoever to it;
8.36. the representations, undertakings and warranties contained
in this Announcement (including this Appendix 1) are irrevocable. It
acknowledges that Winterflood and the Company and their respective affiliates
will rely upon the truth and accuracy of the foregoing representations and
warranties and it agrees that if any of the representations or warranties made
or deemed to have been made by its subscription of Shares are no longer
accurate, it shall promptly notify Winterflood and the Company;
8.37. where it or any person acting on behalf of it is dealing
with Winterflood, any money held in an account with Winterflood on behalf of it
and/or any person acting on behalf of it will not be treated as client money
within the meaning of the relevant rules and regulations of the Financial
Conduct Authority which therefore will not require Winterflood to segregate such
money, as that money will be held by Winterflood under a banking relationship
and not as trustee;
8.38. any of its clients, whether or not identified to
Winterflood, will remain its sole responsibility and will not become clients of
Winterflood for the purposes of the rules of the Financial Conduct Authority or
for the purposes of any other statutory or regulatory provision;
8.39. it accepts that the allocation of Shares shall be determined
by Winterflood, in its absolute discretion (following consultation with the
Company and the Investment Manager) and that it may scale down the Placing
commitments for this purpose on such basis as it may determine;
8.40. time shall be of the essence as regards its obligations to
settle payment for the Shares and to comply with its other obligations under the
Placing;
8.41. it authorises Winterflood to deduct from the total amount
subscribed under the Placing the aggregation commission (if any) payable on the
number of Shares allocated under the Placing;
8.42. it irrevocably appoints any director of the Company and any
director or duly authorised employee or agent of Winterflood to be its agent and
on its behalf (without any obligation or duty to do so), to sign, execute and
deliver any documents and do all acts, matters and things as may be necessary
for, or incidental to, its subscription for all or any of the Shares for which
it has given a commitment under the Placing, in the event of its own failure to
do so;
8.43. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement, including this Appendix
1 and Supplemental Information; and
8.44. it is capable of being categorised as a person who is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the Financial Conduct Authority's ("FCA") Conduct of Business
Sourcebook.
9. UNITED STATES PURCHASE AND TRANSFER RESTRICTIONS
Unless it is otherwise expressly agreed with the Company and Winterflood in
these Terms and Conditions, by participating in the Placing, each Placee
acknowledges and agrees that it will (for itself and any person(s) procured by
it to subscribe for Shares and any nominee(s) for any such person(s)) be further
deemed to acknowledge, undertake represent and warrant to each of the Company,
Winterflood and the Investment Manager that:
9.1. it is not a U.S. Person, is not located within the United
States, is acquiring the Shares in an offshore transaction meeting the
requirements of the regulation promulgated under the Securities Act (the
"Regulation S") and is not acquiring the Shares for the account or benefit of a
U.S. Person;
9.2. the Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or other
jurisdiction of the United States and, subject to certain exceptions, may not be
offered or sold in the United States or to, or for the account or benefit of,
U.S. Persons absent registration or an exemption from registration under the
Securities Act;
9.3. it has not acquired the Shares as a result of any general
solicitation or general advertising (as these terms are used in Regulation D
under the Securities Act), including advertisements, articles, notices or other
communications published in any newspaper, magazine or similar media, or
broadcast over radio, internet or television, or any seminar or meeting whose
attendees have been invited by general solicitation or general advertising;
9.4. the Company has not registered under the Investment Company
Act and that the Company has put in place restrictions for transactions not
involving any public offering in the United States, and to ensure that the
Company is not and will not be required to register under the Investment Company
Act;
9.5. unless the Company expressly consents in writing otherwise,
no portion of the assets used to purchase, and no portion of the assets used to
hold, the Shares or any beneficial interest therein constitutes or will
constitute the assets of: (i) an "employee benefit plan" as defined in Section
3(3) of the United States Employee Retirement Income Security Act of 1974, as
amended ("ERISA") that is subject to Part 4 of subtitle B of fiduciary
responsibility or prohibited transaction Title I of ERISA; (ii) a "plan" as
defined in Section 4975 of the U.S. Internal Revenue Code of 1986, as amended
(the "U.S. Tax Code"), including an individual retirement account, that is
subject to Section 4975 of the U.S. Tax Code; or (iii) an entity whose
underlying assets include the assets of any such "employee benefit plan" or
"plans" by reason of ERISA or the U.S. Department of Labor Regulations C.F.R.
2510.3-101, as and to the extent modified by section 3(42) of ERISA (the "Plan
Assets Regulation"), or otherwise (including certain insurance company general
accounts) for the purposes of Section 4.6 of ERISA or Section 4975 of the U.S.
Tax Code. In addition, if an investor is a governmental, church, non-U.S. or
other employee benefit plan that is subject to any federal, state, local or non
-U.S. law that is substantially similar to the fiduciary responsibility or
prohibited transaction provisions of Title I of ERISA or Section 4975 of the
U.S. Tax Code, its purchase, holding, and disposition of the Shares must not
constitute or result in a non-exempt violation of any such substantially similar
law;
9.6. the Company is required to comply with the US Foreign Account
Tax Compliance Act and agrees to furnish any information and documents the
Company may from time to time request, including but not limited to information
required under such act;
9.7. if any Shares offered and sold pursuant to Regulation S are
issued in certificated form, then such certificates evidencing ownership will
contain a legend substantially to the following effect unless otherwise
determined by the Company in accordance with applicable law: "INVESCO BOND
INCOME PLUS LIMITED (THE "COMPANY") HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMED (THE "INVESTMENT
COMPANY ACT"). IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OR AN
EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT REQUIRE THE COMPANY
TO REGISTER UNDER THE INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS. FURTHER, NO PURCHASE, SALE OR TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS SUCH PURCHASE,
SALE OR TRANSFER WILL NOT RESULT IN THE ASSETS OF THE COMPANY CONSTITUTING
"PLAN ASSETS" WITHIN THE MEANING OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMED OR THE PLAN ASSETS REGULATION;'
9.8. if in the future the investor decides to offer, sell,
transfer, assign or otherwise dispose of the Shares, it will do so only in
compliance with an exemption from the registration requirements of the
Securities Act and under circumstances which: (a) will not require the Company
to register under the Investment Company Act; and (b) will not result in the
assets of the Company constituting "plan assets" within the meaning of ERISA
or the Plan Assets Regulation;
9.9. it is purchasing the Shares for its own account or for one or
more investment accounts for which it is acting as a fiduciary or agent, in each
case for investment only, and not with a view to or for sale or other transfer
in connection with any distribution of the Shares in any manner that would
violate the Securities Act, the Investment Company Act or any other applicable
securities laws;
9.10. it acknowledges that the Company reserves the right to make
inquiries of any holder of the Shares or interests therein at any time as to
such person's status under the U.S. federal securities laws and to require any
such person that has not satisfied the Company that the holding of Shares by
such person will not violate or require registration under the U.S. securities
laws to transfer such Shares or interests in accordance with the articles of
association of the Company;
9.11. it is entitled to acquire the Shares under the laws of all
relevant jurisdictions which apply to it, it has fully observed all such laws
and obtained all governmental and other consents which may be required
thereunder and complied with all necessary formalities and it has paid all
issue, transfer or other taxes due in connection with its acceptance in any
jurisdiction of the Shares and that it has not taken any action, or omitted to
take any action, which may result in the Company, Winterflood, the Investment
Manager or their respective directors, officers, agents, employees and advisers
being in breach of the laws of any jurisdiction in connection with its
acceptance of participation in the Placing;
9.12. it has received, carefully read and understands this
Announcement (including this Appendix 1 and Supplemental Information), and has
not, directly or indirectly, distributed, forwarded, transferred or otherwise
transmitted this Announcement (including this Appendix 1 and Supplemental
Information) or any other presentation or offering materials concerning the
Shares to or within the United States or to any U.S. Persons, nor will it do any
of the foregoing;
9.13. if it is acquiring any Shares as a fiduciary or agent for
one or more accounts, it has sole investment discretion with respect to each
such account and full power and authority to make such foregoing
representations, warranties, acknowledgements and agreements on behalf of each
such account; and
9.14. the Company, Winterflood, the Investment Manager and their
respective directors, officers, agents, employees, advisers and others will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgments and agreements. If any of the representations, warranties,
acknowledgments or agreements made by the investor are no longer accurate or
have not been complied with, the investor must immediately notify the Company
and Winterflood.
10. SUPPLY OF INFORMATION
If Winterflood, the Registrar or the Company or any of their agents request any
information about a Placee's agreement to subscribe for Shares under the
Placing, such Placee must promptly disclose it to them.
11. DATA PROTECTION
11.1Each Placee acknowledges that it has been informed that, pursuant to the
General Data Protection Regulation 2016/679 (the "DP Legislation") the Company
and/or the Company's registrar will following Admission, hold personal data (as
defined in the DP Legislation) relating to past and present shareholders of the
Company. Personal data will be retained on record for a period exceeding seven
years after it is no longer used (subject to any limitations on retention
periods set out in applicable law). The Company's registrar will process such
personal data at all times in compliance with DP Legislation and shall only
process for the purposes set out in the Company's privacy notice (the
"Purposes") which is available for consultation on the Company's website at
https://www.invesco.com/uk/en/investment-trusts/invesco-bond-income-plus
-limited.html (the "Privacy Notice") which include to:
11.1.1process its personal data to the extent and in such manner as is necessary
for the performance of its obligations under its respective service contracts,
including as required by or in connection with the Placee's holding of Shares,
including processing personal data in connection with credit and anti-money
laundering checks on it;
11.1.2communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Shares;
11.1.3 comply with the legal and regulatory obligations of the Company and/or
the Company's registrar; and
11.1.4 process its personal data for the Company's registrar's internal
administration.
11.2 Where necessary to fulfil the Purposes, the Company will disclose personal
data to:
11.2.1 third parties located either within, or outside of the European Economic
Area, if necessary for the Company's registrar to perform its functions, or when
it is within its legitimate interests, and in particular in connection with the
holding of Shares; or
11.2.2its affiliates, the Company's registrar or the Investment Manager and
their respective associates, some of which may be located outside the European
Economic Area.
11.3 Any sharing of personal data between parties will be carried out in
compliance with the DP
Legislation and as set out in the Company's Privacy Notice.
11.4 By becoming registered as a holder of Shares a person becomes a data
subject (as defined under DP Legislation). In providing the Company's registrar
with information, the Placee hereby represents and warrants to the Company and
the Company's registrar that: (i) it complies in all material aspects with its
data controller obligations under DP Legislation, and in particular, it has
notified any data subject of the Purposes for which personal data will be used
and by which parties it will be used and it has provided a copy of the Company's
Privacy Notice; and (ii) where consent is legally competent and/or required
under DP Legislation the Placee has obtained the consent of any data subject to
the Company and the Company's registrar and their respective affiliates and
group companies, holding and using their personal data for the Purposes
(including the explicit consent of the data subjects for the processing of any
sensitive personal data for the Purposes).
11.5 Each Placee acknowledges that by submitting personal data to the Company's
registrar (acting for and on behalf of the Company) where the Placee is a
natural person he or she has read and understood the terms of the Company's
Privacy Notice.
11.6 Each Placee acknowledges that by submitting personal data to the Company's
registrar (acting for and on behalf of the Company) where the Placee is not a
natural person it represents and warrants that:
11.6.1 it has brought the Company's Privacy Notice to the attention of any
underlying data subjects on whose behalf or account the Placee may act or whose
personal data will be disclosed to the Company as a result of the Placee
agreeing to subscribe for Shares; and
11.6.2 the Placee has complied in all other respects with all applicable data
protection legislation in respect of disclosure and provision of personal data
to the Company.
11.7 Where the Placee acts for or on account of an underlying data subject or
otherwise discloses the personal data of an underlying data subject, he/she/it
shall, in respect of the personal data it processes in relation to or arising in
relation to the Placing:
11.7.1 comply with all applicable data protection legislation;
11.7.2 take appropriate technical and organisational measures against
unauthorised or unlawful processing of the personal data and against accidental
loss or destruction of, or damage to the personal data;
11.7.3 if required, agree with the Company and the Company's registrar, the
responsibilities of each such entity as regards relevant data subjects' rights
and notice requirements; and
11.7.4 it shall immediately on demand, fully indemnify each of the Company and
the Company's registrar and keep them fully and effectively indemnified against
all costs, demands, claims, expenses (including legal costs and disbursements on
a full indemnity basis), losses (including indirect losses and loss
of profits, business and reputation), actions, proceedings and liabilities of
whatsoever nature arising from or incurred by the Company and/or the Company's
registrar in connection with any failure by the Placee to comply with the
provisions set out above.
12. MISCELLANEOUS
12.1. The rights and remedies of the Company, Winterflood and the
Investment Manager under these Terms and Conditions are in addition to any
rights and remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise of others.
12.2. Each Placee agrees to be bound by the articles of
association of the Company once the Shares, which the Placee has agreed to
subscribe for pursuant to the Placing, have been acquired by the Placee. The
contract to subscribe for Shares under the Placing and the appointments and
authorities mentioned in this document and all disputes and claims arising out
of or in connection with its subject matter or formation (including non
-contractual disputes or claims) will be governed by, and construed in
accordance with, the laws of England and Wales. For the exclusive benefit of
Winterflood and the Company, each Placee irrevocably submits to the jurisdiction
of the courts of England and Wales and waives any objection to proceedings in
any such court on the ground of venue or on the ground that proceedings have
been brought in an inconvenient forum. This does not prevent an action being
taken against the Placee in any other jurisdiction.
12.3. In the case of a joint agreement to subscribe for Shares
under the Placing, references to a Placee in these Terms and Conditions are to
each of the Placees who are a party to that joint agreement and their liability
is joint and several.
12.4. Winterflood and the Company expressly reserve the right to
modify the Placing (including, without limitation, the timetable and settlement)
at any time before allocations are determined.
12.5. Winterflood is entitled, at is discretion and out of its own
resources, at any time to rebate to some or all investors, or to other parties,
part or all of its fees relating to the Placing.
12.6. ln accordance with the Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key information
documents for packaged retail and insurance-based investment products ("PRIIPs")
and its implementing and delegated acts (the "PRIIPs Regulation"), the
Investment Manager has prepared a key information document (the "KID") in
respect of the Shares. The KID is made available by the Investment Manager to
"retail investors" prior to them making an investment decision in respect of the
Shares at https://www.invesco.com/uk/en/investment-trusts/invesco-bond-income
-plus-limited.html. If you are distributing Shares, it is your responsibility to
ensure that the KID is provided to any clients that are "retail clients".
12.7. The Investment Manager is the only manufacturer of the
Shares for the purposes of the PRIIPs Regulation and Winterflood is not the
manufacturer for these purposes. Winterflood does not make any representation,
express or implied, or accept any responsibility whatsoever for the contents of
the KID prepared by the Investment Manager nor accepts any responsibility to
update the contents of the KID in accordance with the PRIIPs Regulation, to
undertake any review processes in relation thereto or to provide the KID to
future distributors of Shares. Each of Winterflood and its affiliates
accordingly disclaim all and any liability whether arising in tort or contract
or otherwise which it or they might have in respect of the key information
document prepared by the Investment Manager. Investors should note that the
procedure for calculating the risks, costs and potential returns in the KID are
prescribed by laws. The figures in the KID may not reflect actual returns for
the Company and anticipated performance returns cannot be guaranteed.
APPIX 2 - SUPPLEMENTAL INFORMATION
1. STATUTORY INFORMATION
1.1. If you are in any doubt about the contents of this
information document, you should consult your stockbroker, bank manager,
solicitor, accountant or financial adviser.
1.2. It should be remembered that the price of shares and the
income from them can go down as well as up and that shareholder may not receive,
on sale or the cancellation or redemption of their shares, the amount that they
invested.
1.3. Applicants are strongly recommended to read and consider this
document before completing an application.
1.4. The Jersey Financial Services Commission (the "JFSC") has
given, and has not withdrawn, its consent under Article 2 of the Control of
Borrowing (Jersey) Order 1958, as amended, to the issue of securities in the
Company. The Placing and Retail WRAP Offer announcement documentation together
with this supplemental information memorandum (together the "Information
Memorandum") has been prepared (subject to certain derogations) and a copy of it
has been sent to the JFSC, in accordance with the Collective Investment Funds
(Certified Funds - Prospectuses) (Jersey) Order 2012. It must be distinctly
understood that, in giving these consents, neither the Registrar of Companies
nor the JFSC takes any responsibility for the financial soundness of the Company
or for the correctness of any statements made, or opinions expressed, with
regard to it. The JFSC is protected by the Control of Borrowing (Jersey) Law
1947, as amended, against liability from the discharge of its functions under
that law.
1.5. The Company has been granted a certificate under the
Collective Investment Funds (Jersey) Law 1988 (as amended) (the "Jersey Funds
Law"). The JFSC is protected by the Jersey Funds Law against liability arising
from the discharge of its functions under the Jersey Funds Law. JTC Fund
Solutions (Jersey) Limited (administrator and company secretary to the Company)
is registered for the conduct of trust company business and fund services
business under Article 9 of the Financial Services (Jersey) Law 1998 (the "FS
Law"). The Registrar is registered to conduct fund services business under
Article 9 of the FS Law. The JFSC is protected by the FS Law against liability
arising from the discharge of its functions under that law.
1.6. The Company was established in Jersey as a listed fund under
a fast-track authorisation process. For the purposes of Jersey regulation, it is
suitable therefore only for professional or experienced investors, or those who
have taken appropriate professional advice. Regulatory requirements which may be
deemed necessary in Jersey for the protection of retail or inexperienced
investors, do not apply to listed funds. By investing in the Company investors
are deemed to be acknowledging for the purposes of Jersey regulation that they
are a professional or experienced investor, or have taken appropriate
professional advice, and accept the reduced requirements accordingly. Investors
are wholly responsible for ensuring that all aspects of the Company are
acceptable to them. Investment in listed funds may involve special risks that
could lead to a loss of all or a substantial portion of such investment. Unless
investors fully understand and accept the nature of the Company and the
potential risks inherent in the Company they should not invest in the Company.
Further information in relation to the regulatory treatment of listed funds
domiciled in Jersey may be found on the website of the Jersey Financial Services
Commission at www.jerseyfsc.org.
1.7. The Company and its directors have taken all reasonable care
to ensure that the facts stated in this Information Memorandum are true and
accurate in all material respects and that there are no other material facts the
omission of which would make misleading any statement in this Information
Memorandum, whether of fact or opinion. The Company and its directors accept
responsibility accordingly.
2. GENERAL INFORMATION
Directors (all non-executive)
Timothy Scholefield (Chair)
Heather MacCallum
Christine Johnson
Tom Quigley
Caroline Dutot
3. Registered Office of the Company
3.1. JTC Fund Solutions (Jersey) Limited, PO Box 1075, 28
Esplanade, St Helier, Jersey, JE4 2QP
3.2. The register of members can be inspected at the registered
office of the Company.
3.3. The Company is a closed-ended public investment company
limited by shares and incorporated and domiciled in Jersey, Channel Islands. The
Company is regulated by the Jersey Financial Services Commission. The Company is
subject to the Listing Rules and the DTR and operates under the Companies
(Jersey) Law 1991. The Company's LEI number is 549300JLX6ELWUZXCX14.
3.4. The principal activity of the Company is investment in a
diversified portfolio of high-yielding fixed-interest securities as set out in
the Company's investment objective and policy.
3.5. The new Ordinary Shares are ordinary shares with no par
value, whose ISIN is JE00B6RMDP68. As at 19 January 2024, being the latest
practicable date prior to this publication, the Company had 181,302,596 fully
paid Shares of no par value with voting rights in issue. The Company does not
have a finite life.
3.6. The new Ordinary Shares will rank equally in all respects
(including voting rights) with each other and the existing Shares in issue other
than in respect of dividends declared prior to issue. In summary, the rights
attaching to the Shares are:
3.7. Dividend: Subject to the provisions of the Companies (Jersey)
Law 1991, the Company may from time to time declare dividends and make other
distributions on the Shares.
3.8. Rights in respect to capital: on a winding-up, the liquidator
may, subject to the provisions of the Companies (Jersey) Law 1991, and with the
sanction of a special resolution of the Company and any other sanction required
by the Companies (Jersey) Law 1991, divide among the Shareholders the whole or
any part of the assets of the Company.
3.9. Voting: the right to receive notice of, attend and vote at
general meetings of the Company. On a show of hands, every Shareholder shall
have one vote and on a poll, every Shareholder shall have one vote for each
Share held.
3.10. The Company's annual report and financial statements are
prepared up to 31 December each year and ordinarily copies are sent to
Shareholders within three months of the year-end. The Company's annual
accounting reference date is 31 December and the Company's current accounting
period will end on 31 December 2024. Shareholders also receive an unaudited half
-year report covering the six months to 30 June each year which is usually
despatched within two months of that date. The Company's next unaudited half
-year report will cover the period running from 1 January 2024 to 30 June 2024.
Other Information available in respect of the Company:
3.11. Applicants may also wish to refer to information contained
in the website maintained in respect of the Company (link below) which includes
further details in respect of the directors, prior prospectuses issued by the
Company and financial accounts (which includes details of service providers and
advisors).
https://www.invesco.com/uk/en/investment-trusts/invesco-bond-income-plus
-limited.html
Key Information Document - Ordinary Shares (prepared by Invesco): see link above
Latest half year report: https://www.invesco.co.uk/dam/en_GB/documents/financial
-reports-and-statements/fncl-stmnt-it-bip-halfyearly-2023.pdf
Latest Annual Financial Report (2022):
https://www.invesco.co.uk/dam/en_GB/documents/financial-reports-and
-statements/fncl-stmnt-it-bips-annual-2022.pdf
Articles of Association:
https://www.invesco.co.uk/dam/en_GB/documents/investment-trust-product-page
-documents-only/city-merchants-high-yield-trust-limited/brd-comm-it-cmhyt-merger
-articles-of-association.pdf
This information was brought to you by Cision http://news.cision.com
END
(END) Dow Jones Newswires
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