TIDMCHRY
RNS Number : 7182R
Chrysalis Investments Limited
10 March 2021
The information contained in this announcement is restricted and
is not for publication, release or distribution in the United
States of America, any member state of the European Economic Area
(other than the Republic of Ireland), Canada, Australia, Japan or
the Republic of South Africa.
This information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as amended by The
Market Abuse (Amendment) (EU Exit) Regulations 2019.
This announcement is an advertisement and does not constitute a
prospectus and investors must only subscribe for or purchase any
shares referred to in this announcement on the basis of information
contained in the prospectus (the "Prospectus") to be published by
Chrysalis Investments Limited (the "Company") and not in reliance
on this announcement. This announcement does not constitute and may
not be construed as, an offer to sell or an invitation to purchase,
investments of any description, or a recommendation regarding the
issue or the provision of investment advice by any party. No
information set out in this announcement or referred to in other
written or oral form is intended to form the basis of any contract
of sale, investment decision or any decision to purchase shares in
the Company.
10 March 2021
Chrysalis Investments Limited ("Chrysalis" or the "Company")
Open Offer, Initial Placing, Intermediaries Offer and Offer for
Subscription
and Placing Programme
Revolving Credit Facility
Further to the Company's announcement on 8 March 2021 that
authority for a new placing programme to issue 600 million ordinary
and/or C Shares (the "Placing Programme") was approved, the
directors of the Company (the "Board") are pleased to announce that
it will shortly publish a prospectus containing details of the
Placing Programme.
Pursuant to the Placing Programme, the Company also announces
the launch of an Open Offer, Initial Placing, Intermediaries Offer
and Offer for Subscription of new Ordinary Shares of the Company at
a price of 205 pence per Ordinary Share (the "Initial Issue Price")
(the "Initial Issue").
The Board intends to utilise the net proceeds of the Initial
Issue (and each Issue under the Placing Programme) to add new
investments to its portfolio, helping to drive value and increase
diversification, as well as to pursue follow-on opportunities from
the existing portfolio companies which have helped underpin the
Company's strong overall portfolio performance.
Initial Issue Highlights
-- 80.2 million new Ordinary Shares are being reserved for
Shareholders under the Open Offer. Existing Shareholders are
entitled to subscribe for 1 new Ordinary Share for every 5 Existing
Ordinary Shares held on the Record Date (being 8 March 2021), as
well as being able to apply for further New Ordinary Shares if they
so wish through the Excess Application Facility.
-- Additionally, the Company is targeting the issue of up to
36.6 million new Ordinary Shares under the Initial Placing, the
Intermediaries Offer, the Offer for Subscription and/or the Excess
Application Facility.
-- The Directors have reserved the right, in consultation with
the Joint Bookrunners and the Investment Adviser, to increase the
aggregate size of the Initial Issue to up to 146.3 million Ordinary
Shares.
Background to and rationale for the Initial Issue and Placing
Programme
The Company has raised GBP470 million of capital from
Shareholders since its launch, which means that the implied
revaluation performance has contributed approximately GBP308.2
million, or roughly 39.6 per cent. of total asset growth as at 31
December 2020. Jupiter Investment Management Limited (the
"Investment Adviser") has identified substantial investment
opportunities which meet the Company's investment criteria which
have significant growth potential. Raising additional capital will
not only allow the Investment Adviser to pursue new and
diversifying investments on behalf of the Company, but also to
drive the performance of existing assets through certain follow-on
investments, to the benefit of Shareholders. In addition, this will
mean that realisation events in the Company's existing portfolio of
investments will be driven by the investment case of the relevant
investment rather than seeking to recycle capital.
The Investment Adviser currently has an active pipeline of
potential new investments totalling circa GBP1 billion across a
number of sectors including Renewable Energy, Fintech, E-commerce
and SaaS. The Company has had significant success over the last two
years through follow-on investments, and continues to see
significant opportunities in this regard. The Investment Adviser
has identified circa GBP250 million of potential follow-on
opportunities for the coming months.
In addition, the Revolving Credit Facility (disclosed below) of
GBP32 million has been drawn by GBP15 million to facilitate
investment activity and proceeds of the Initial Issue are expected
to be used to repay this sum in accordance with the Company's
investment policy which states that any leverage adopted by the
Company is not expected to be structural, and it will target to
repay it within 12 months of drawdown.
Given the Company's active new investment pipeline, and its
expectations surrounding follow-on prospects, the Investment
Adviser believes it has a realistic opportunity to deploy fresh
capital in a value accretive way for Shareholders in a timely
manner.
Investment Highlights
Prospective IPOs from existing portfolio
A number of the Company's portfolio assets are scaling
aggressively, opening options around a possible IPO. As and when
any further companies in the portfolio do choose to seek a public
listing, the Company is well positioned as an existing investor to
either participate in any pre-IPO rounds, or to look to maximise
its allocation by acting in its crossover capacity as a
"cornerstone" investor.
Strong market for tech-enabled names; IPO market buoyant
One outcome of the COVID-19 pandemic has been an acceleration in
the previously established trend of society moving from "offline"
business models to "online" ones. Investors have recognised this
dynamic, and this has led to strong demand for the shares of
companies exposed to this trend, both in private and public
markets, and has triggered strong valuation growth for the Company.
In the last twelve months the IPO market has seen strong
participation by listed market investors. In the UK, the THG IPO
was significantly oversubscribed and has performed well in the
aftermarket.
Developed pipeline of new investment opportunities
The Investment Adviser currently has a pipeline of over ten
companies with which it is in discussions and the aggregate total
capital these businesses are looking to raise is estimated at
c.GBP1bn.
Follow on investment opportunities
The Investment adviser estimates the current portfolio may offer
the opportunity to deploy up to c GBP250m over the coming
months.
Opportunities afforded by increased scale
Increasingly, the investments targeted by the Investment Adviser
on behalf of the Company are large, late-stage private businesses,
with commensurately significant funding requirements. The ability
to credibly provide that funding, over a sometimes prolonged
period, is an important consideration when these targets look to
select which investors to partner with.
The Initial Issue
Under the Initial Issue the Company is seeking to issue of up to
116.8 million new Ordinary Shares at an issue price of 205 pence
per new Ordinary Share. 80.2 million new Ordinary Shares are being
reserved for Shareholders under the Open Offer under which
Shareholders will be entitled to subscribe for 1 Ordinary Share for
every 5 Existing Ordinary Shares held on the Record Date and the
balance of the new Ordinary Shares available under the Initial
Issue will be allocated to the Initial Placing, the Initial Offer
for Subscription, the Intermediaries Offer and/or the Excess
Application Facility at the absolute discretion of the Company, in
consultation with the Joint Bookrunners and the Investment
Adviser.
The Directors have reserved the right, in consultation with the
Joint Bookrunners and the Investment Adviser, to increase the size
of the Initial Issue in the event that overall demand for the new
Ordinary Shares exceeds the target size, however the maximum number
of shares under the Initial Issue will not exceed 146.3 million
shares.
The Initial Issue Price has been set in the context of the
Company's estimate of NAV per Ordinary Share including adjustments
for the estimated increase resulting from the Klarna fundraising
announced 1 March 2021 and Starling Bank fundraising announced on 8
March 2021.
The Open Offer and Excess Application Facility
Under the Open Offer, up to an aggregate of 80.2m million new
Ordinary Shares will be made available to Qualifying Shareholders
at the Issue Price pro rata to their holdings of Existing Ordinary
Shares, on the terms and subject to the conditions of the Open
Offer, on the basis of:
1 new Ordinary Share for every 5 Existing Ordinary Shares held
at the Record Date (being the close of business on 8 March
2021).
The balance of the new Ordinary Shares to be made available
under the Initial Issue, together with any new Ordinary Shares not
taken up pursuant to the Open Offer, will be made available under
the Excess Application Facility, the Initial Placing, the Initial
Offer for Subscription and/or the Intermediaries Offer at the
absolute discretion of the Company, in consultation with the Joint
Bookrunners.
The latest time and date for acceptance and payment in full in
respect of the Open Offer will be 11:00 a.m. on 24 March 2021. If
the Initial Issue proceeds, valid applications under the Open Offer
will be satisfied in full up to applicants' Open Offer
Entitlements. Qualifying Shareholders are also being offered the
opportunity to subscribe for new Ordinary Shares in excess of their
Open Offer Entitlements under the Excess Application Facility,
described below.
Subject to availability, Qualifying Shareholders who take up all
of their Open Offer Entitlements may also apply under the Excess
Application Facility for additional new Ordinary Shares in excess
of their Open Offer Entitlement. The Excess Application Facility
will comprise such number of new Ordinary Shares, if any, which, in
their absolute discretion (in consultation with the Joint
Bookrunners and the Investment Adviser), the Directors determine to
make available under the Excess Application Facility, which may
include any new Ordinary Shares which are not taken up by
Qualifying Shareholders pursuant to their Open Offer Entitlements,
fractional entitlements under the Open Offer which have been
aggregated and any new Ordinary Shares which would otherwise have
been available under the Initial Placing, Initial Offer for
Subscription or Intermediaries Offer but which the Directors
determine to allocate to the Excess Application Facility (including
any additional new Ordinary Shares which may be made available
under the Initial Issue if the Directors exercise their discretion
to increase the size of the Initial Issue). The Directors may
exercise their discretion not to make any new Ordinary Shares
available under the Excess Application Facility and there can be no
guarantee that applications under the Excess Application Facility
will be met in full, in part or at all.
The Initial Placing
The Company, the Joint Bookrunners and the Investment Adviser
have entered into the Placing Agreement, pursuant to which the
Joint Bookrunners have agreed, subject to certain conditions, to
use reasonable endeavours to procure as agent for, and on behalf of
the Company, subscribers and placees for shares under the Placing
Programme, including new Ordinary Shares available under the
Initial Placing at the Initial Issue Price. The Initial Placing is
not underwritten.
The Initial Placing will close at 12.00 p.m. on 25 March 2021
(or such later date, not being later than 30 May 2021, as the
Company and the Joint Bookrunners may agree).
To bid for new Shares in the Initial Placing, qualified
investors should communicate their bid by email or telephone to
either of the Joint Bookrunners using the contact details
below.
The Intermediaries Offer
Members of the general public in the United Kingdom may be
eligible to apply for new Ordinary Shares through the
Intermediaries Offer, by following their relevant application
procedures, by no later than 11.00 a.m. on 24 March 2021. The
Intermediaries Offer is being made to retail investors in the
United Kingdom only.
The Offer for Subscription
The Offer for Subscription is being made in the United Kingdom
only but, subject to applicable law, the Company may allot and
issue new Ordinary Shares on a private placement basis to
applicants in other jurisdictions. The Offer for Subscription will
open on 10 March 2021 and the latest time and date for receipt of
completed Offer for Subscription Application Forms under the Offer
for Subscription is 11.00 a.m. on 24 March 2021.
Applications under the Offer for Subscription must be made using
the Offer for Subscription Application Form and must be for a
minimum of new Ordinary Shares, although the Board may accept
applications below the minimum amounts stated above in their
absolute discretion. Only one application for new Ordinary Shares
may be made by a person under the Offer for Subscription and
multiple applications from the same person under the Offer for
Subscription will not be accepted.
Scaling back
The Directors are authorised to allot aggregate Shares pursuant
to the Placing Programme (including the Initial Issue) not to
exceed 600 million Ordinary Shares and/or C Shares. However, the
maximum size of the Initial Issue shall be 146.3 million Ordinary
Shares.
The Open Offer is being made on a pre-emptive basis to
Qualifying Shareholders and is not subject to scaling back in
favour of the Initial Placing, the Offer for Subscription, the
Intermediaries Offer and/or the Excess Application Facility. Any
new Ordinary Shares that are available under the Open Offer and
that are not taken up by Qualifying Shareholders pursuant to their
Open Offer Entitlements may be reallocated to the Initial Placing,
the Initial Offer for Subscription, the Intermediaries Offer and/or
the Excess Application Facility and made available thereunder.
The Directors have absolute discretion (after consultation with
the Joint Bookrunners and the Investment Adviser) to determine the
basis of allocation of new Ordinary Shares within and between the
Initial Placing, the Offer for Subscription, the Intermediaries
Offer and the Excess Application Facility and applications under
the Initial Placing, the Offer for Subscription, the Intermediaries
Offer and/or the Excess Application Facility may be scaled back
accordingly. The Company reserves the right to decline in whole or
in part any application for Ordinary Shares pursuant to the Initial
Issue (with the exception of applications made pursuant to the Open
Offer). Accordingly, applicants for Ordinary Shares may, in certain
circumstances, not be allotted the number of Ordinary Shares for
which they have applied. There is no over-allotment facility.
Application for admission
Application will be made to the Financial Conduct Authority and
London Stock Exchange plc for the of the new Ordinary Shares to be
issued pursuant to the Initial Issue to be admitted to the premium
segment of the Official List and to trading on the Main Market. It
is expected that Initial Admission will become effective, and
dealings commence in respect of the new Ordinary Shares, at 8.00
a.m. on or around 30 March 2021.
The Placing Programme
The Placing Programme is being implemented to satisfy market
demand and to enable the Company to raise additional capital in the
period from 10 March 2021 to 9 March 2022 should the Board
determine that market conditions are appropriate. The Placing
Programme is intended to be flexible and may have a number of
closing dates in order to provide the Company with the ability to
issue and allot Ordinary Shares and/or C Shares over a period of
time.
The Directors are authorised to allot aggregate Shares pursuant
to the Placing Programme (together with the Initial Issue) not to
exceed 600 million Ordinary Shares and/or C Shares, without having
to offer those Shares to existing Shareholders first (to the extent
that Ordinary Shares are issued at a Placing Programme Price equal
to or greater than the applicable Net Asset Value per Ordinary
Share). The total number of Shares issued under the Placing
Programme will be determined by the Company, in consultation with
the Joint Bookrunners, after taking into account demand for the
Shares.
The number of Shares available under the Placing Programme is
intended to provide flexibility and should not be taken as an
indication of the number of Shares to be issued. The maximum size
of the Placing Programme has been set at a level to allow the
flexibility for an issue of C Shares if determined appropriate to
do so by the Company. Any issues of Shares under the Placing
Programme will be notified by the Company through an RNS
announcement and the Company's website,
http://chrysalisinvestments.co.uk/ , prior to each Programme
Admission.
Publication of Prospectus
The Prospectus is expected to be published later today and will
be available shortly thereafter for viewing on the Company's
website at http://chrysalisinvestments.co.uk and on the National
Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Capitalised terms shall have the meanings attributed to them in the
Prospectus unless otherwise defined in this announcement.
Expected Timetable
Record Date for entitlement under the close of business on
Open Offer 8 March 2021
Announcement of Initial Issue and Placing 7.00 a.m. on 10 March
Programme, publication and posting of 2021
the Prospectus and Open Offer Application
Forms
Initial Placing, Open Offer, Initial 10 March 2021
Offer for Subscription and Intermediaries
Offer open
Ex-entitlement date for the Open Offer 8.00 a.m. on 10 March
2021
Open Offer Entitlements and Excess CREST 11 March 2021
Open Offer Entitlements credited to
stock accounts of Qualifying CREST Shareholders
in CREST
Recommended latest time for requesting 4.30 p.m. on 18 March
withdrawal of Open Offer Entitlements 2021
and Excess Crest Open Offer Entitlements
from CREST
Latest time for depositing Open Offer 3.00 p.m. on 19 March
Entitlements and Excess CREST Open Offer 2021
Entitlements from CREST
Latest time and date for splitting Open 3.00 p.m. on 22 March
Offer Application Forms to satisfy bona 2021
fide market claims only.
Latest time and date for receipt of 11.00 a.m. on 24 March
completed application forms from the 2021
Intermediaries in respect of the Intermediaries
Offer(1)
Latest time and date for receipt of 11.00 a.m. on 24 March
Offer for Subscription Applications 2021
under the Offer for Subscription(1)
Latest time and date for receipt of 11.00 a.m. on 24 March
completed Open Offer Application Forms 2021
and payment in full under the Open Offer
(including the Excess Application Facility)
or settlement of relevant CREST instruction
Latest time and date for receipt of 12 noon on 25 March
commitments under the Initial Placing(1) 2021
RNS announcement of the results of the 26 March 2021
Initial Issue
Shares issued pursuant to the Initial 8.00 a.m. on 30 March
Placing on T+2 basis 2021
Admission to the premium listing segment 8.00 a.m. on 30 March
of the Official List and commencement 2021
of dealings in the new Ordinary Shares
on the London Stock Exchange's Main
Market(2)
CREST accounts credited in respect of as soon as practicable
new Ordinary Shares in uncertificated on 30 March 2021
form
Despatch of definitive share certificates Week commencing 12 April
for new Ordinary Shares (where applicable)(3) 2021
PLACING PROGRAMME
Placing Programme opens 10 March 2021
Admission to the premium listing segment 8.00 a.m. on each day
of the Official List and commencement Shares are issued pursuant
dealings in Shares issued pursuant to to the Placing Programme
the Placing Programme to the London
Stock Exchange's Main Market
CREST accounts credited in respect of As soon as possible
issued pursuant to the Placing Programme after 8.00 a.m. on each
in uncertificated form day Shares are issued
in uncertificated form
pursuant to the Placing
Programme
Dispatch of definitive share certificates Approximately one week
for shares issued pursuant to the Placing following the relevant
Programme in certificated form (where Placing Programme Admission
applicable)
Latest date for Shares to be issued 9 March 2022
pursuant to the Placing Programme
Notes:
1. The Company, Liberum and Numis Securities may agree to extend
such date and thereby extend any of the Initial Placing, the
Intermediaries Offer and/or the Offer for Subscription periods, to
a time and date no later than 5.00 p.m. on 30 May 2021. If any such
periods are extended, the Company will notify investors of such
change by publishing an RNS announcement.
2. In respect of the Initial Issue, there will be no dealings on
a conditional basis prior to the commencement of unconditional
dealings.
3. Underlying Applicants who apply under the Intermediaries
Offer for Ordinary Shares will not receive share certificates
4. All references are to London time unless otherwise indicated
Revolving Credit Facility
The Board also announces that the Company has entered into a new
revolving credit facility with Barclays Bank PLC ("Barclays")
pursuant to which the Company may draw down a maximum of GBP32
million (the "Revolving Credit Facility"). The Revolving Credit
Facility has a maturity of two years. In addition to interest,
Barclays is entitled to certain commitment and arrangement fees.
The Revolving Credit Facility is secured against certain assets of
the Company. It also includes a covenant requiring that the
Company's loan to value ratio (broadly calculated as the Company's
financial indebtedness less certain margin deposits divided by the
Company's net asset value) must not exceed 20 per cent.
-S-
For further information, please
contact:
Jupiter Asset Management:
Magnus Spence +44 (0) 20 3817 1325
Liberum (Sponsor, Global Co-ordinator
and Joint Bookrunner):
Gillian Martin / Owen Matthews +44 (0) 20 3100 2000
Numis (Joint Bookrunner):
Nathan Brown/ Matt Goss +44 (0) 20 7260 1000
n.brown@numis.com / m.goss@numis.com +44 (0) 7765 964 870
Maitland Administration (Guernsey)
Limited:
Elaine Smeja / Aimee Gontier +44 (0) 1481 749364
Media enquiries:
Montfort Communications +44 (0) 20 3770 7920
Charlotte McMullen/ Toto Reissland-Burghart/ chrysalis@montfort.london
Miles McKenzie
LEI: 213800F9SQ753JQHSW24
IMPORTANT INFORMATION
This announcement which has been prepared by, and is the sole
responsibility of, the Directors of the Company has been approved
for the purposes of section 21 of the Financial Services and
Markets Act 2000 ("FSMA") by Jupiter Investment Management Limited
(the "Investment Manager"), which is authorised and regulated by
the Financial Conduct Authority.
This announcement is an advertisement and does not constitute a
prospectus relating to the Company and does not constitute, or form
part of, any offer or invitation to sell or issue, or any
solicitation of any offer to subscribe for, any shares in the
Company in any jurisdiction nor shall it, or any part of it, or the
fact of its distribution, form the basis of, or be relied on in
connection with or act as any inducement to enter into, any
contract therefor. Copies of the prospectus will be available from
the website (www,chrysalisinvestments.co.uk) and the Company's
registered office
Recipients of this announcement who are considering acquiring
Ordinary Shares following publication of the prospectus are
reminded that any such acquisition must be made only on the basis
of the information contained in the prospectus which may be
different from the information contained in this announcement. The
Subscription for Ordinary Shares is subject to specific legal or
regulatory restrictions in certain jurisdictions. Persons
distributing this announcement must satisfy themselves that it is
lawful to do so. The Company assumes no responsibility in the event
that there is a violation by any person of such restrictions.
The Ordinary Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws or with any securities
regulatory authority of any state or other jurisdiction of the
United States. Accordingly, the Ordinary Shares may not be offered
or sold within the United States or to, or for the account or
benefit of US persons (as defined in Regulation S under the
Securities Act ("Regulation S")), except pursuant to an exemption
from or in a transaction not subject to, the registration
requirements of the Securities Act. The Ordinary Shares are being
offered and sold (i) outside the United States to non-US-persons in
reliance on Regulation S and (ii) within the United States only to
persons reasonably believed to be qualified institutional buyers
("QIBs"), as defined in Rule 144A under the Securities Act, that
are also qualified purchasers ("QPs"), as defined in Section
2(a)(51) of the US Investment Company Act of 1940, as amended (the
"Investment Company Act") and who deliver to the Company and
Liberum or Numis Securities (as applicable) a signed Investor
Representation Letter. The Company has not been, and will not be,
registered under the Investment Company Act, and investors will not
be entitled to the benefit of that Act. No offer, purchase, sale or
transfer of the Shares may be made except under circumstances which
will not result in the Company being required to register as an
investment company under the Investment Company Act.
Neither this announcement nor any copy of it may be: (i) taken
or transmitted into or distributed in any member state of the
European Economic Area (other than to professional investors in the
Republic of Ireland), Canada, Australia, Japan or the Republic of
South Africa or to any resident thereof, or (ii) taken or
transmitted into or distributed in Japan or to any resident
thereof. Any failure to comply with these restrictions may
constitute a violation of the securities laws or the laws of any
such jurisdiction. The distribution of this announcement in other
jurisdictions may be restricted by law and the persons into whose
possession this document comes should inform themselves about, and
observe, any such restrictions.
Each of Liberum and Numis Securities which are authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
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 Liberum or Numis
Securities (as applicable) or advice to any other person in
relation to the matters contained herein. Neither Liberum, Numis
Securities nor any of their respective directors, officers,
employees, advisers or agents accepts any responsibility or
liability whatsoever for this announcement, its contents or
otherwise in connection with it or any other information relating
to the Company, whether written, oral or in a visual or electronic
format.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will", or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements relate to matters
that are not historical facts regarding the Company's investment
strategy, financing strategies, investment performance, results of
operations, financial condition, prospects and dividend policies of
the Company and the instruments in which it will invest. By their
nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may
or may not occur in the future. Forward-looking statements are not
guarantees of future performance. There are a number of factors
that could cause actual results and developments to differ
materially from those expressed or implied by these
forward-looking statements. These factors include, but are not
limited to, changes in general market conditions, legislative or
regulatory changes, changes in taxation regimes or development
planning regimes, the Company's ability to invest its cash in
suitable investments on a timely basis and the availability and
cost of capital for future investments.
The Company expressly disclaims any obligation or undertaking to
update or revise any forward-looking statements contained herein to
reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless
required to do so by FSMA, the Listing Rules, the Prospectus
Regulation Rules made under Part VI of the FSMA or the Financial
Conduct Authority or other applicable laws, regulations or
rules.
Information to Distributors
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements") and/or (where applicable to EEA investors and EEA
firms) 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; and (c) local implementing measures
(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 UK MiFIR Product Governance Requirements or MiFID II Product
Governance Requirements, as applicable) may otherwise have with
respect thereto, the shares the subject of the Initial Issue and
the Placing Programme have been subject to a product approval
process, which has determined that such shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as respectively defined in paragraphs 3.5 and
3.6 of the FCA Handbook Conduct of Business Sourcebook or the MiFID
II Product Governance Requirements, as applicable; and (ii)
eligible for distribution through all permitted distribution
channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors
should note that: (i) the price of the shares may decline and
investors could lose all or part of their investment; (ii) the
Shares offer no guaranteed income and no capital protection; and
(iii) 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. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Initial Issue.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook or the MiFID II Product
Governance Requirements, as applicable; 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.
UK PRIIPs Regulation
In accordance with the UK version of Regulation (EU) No.
1286/2014 on key information documents for packaged retail and
insurance-based investment products, which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended (the
"UK PRIIPs Regulation"), a key information document (the "KID") in
respect of an investment in the Ordinary Shares has been prepared
by the Company and is available to investors at
www.chrysalisinvestments.co.uk. If a new class of C Shares is
issued under the Placing Programmes, the Company will make
available a key information document in relation to such class of C
Shares as required under the UK PRIIPs Regulation.
If you are distributing Ordinary Shares, it is your
responsibility to ensure that the KID is provided to any clients
that are "retail clients".
The Company is the only manufacturer of the Ordinary Shares for
the purposes of the UK PRIIPs Regulation and none of Liberum, Numis
or Jupiter Investment Management Limited are manufacturers for
these purposes. None of Liberum, Numis or Jupiter Investment
Management Limited makes any representations, express or implied,
or accepts any responsibility whatsoever for the contents of the
KID prepared by the Company nor accepts any responsibility to
update the contents of the KID in accordance with the UK PRIIPs
Regulation, to undertake any review processes in relation thereto
or to provide the KID to future distributors of Ordinary Shares.
Each of Liberum, Numis or Jupiter Investment Management Limited and
their respective 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 documents
prepared by the Company. 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCUPUPAWUPGPPB
(END) Dow Jones Newswires
March 10, 2021 02:00 ET (07:00 GMT)
Chrysalis Investments (LSE:CHRY)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Chrysalis Investments (LSE:CHRY)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024