TIDMDORE
RNS Number : 2994N
Downing Renewables & Infrastructure
29 September 2021
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES. AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY EEA STATE (OTHER
THAN THE REPUBLIC OF IRELAND AND THE NETHERLANDS) OR ANY OTHER
JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF
THIS ANNOUNECMENT WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND
IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 ("MAR") WHICH IS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
UPON PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF
MAR.
Downing Renewables & Infrastructure Trust plc
("DORE" or "the Company")
Proposed Equity Raise up to c.GBP25 million
Downing Renewables & Infrastructure Trust plc (LSE: DORE)
announces its intention to raise new capital by conducting a
placing of up to 24,499,999 new ordinary shares of GBP0.01 each
("Placing Shares") at a price of 102.50 pence per share (the
"Placing Price" and the "Placing") to raise up to c.GBP25
million.
Placing Highlights
-- Up to 24,499,999 Placing Shares will be available under the
Placing at 102.50 pence per Placing Share to be issued using the
Company's existing share authorities.
-- The Placing Price of 102.50 pence represents a discount of
1.68 per cent. to the Company's closing share price of 104.25 pence
per Ordinary Share on 28 September 2021 (being the last business
day prior to the date of publication of this Announcement) and a
premium of 3.33 per cent. to the unaudited ex-dividend net asset
value per share as at 30 June 2021.
-- The net proceeds of the Placing are intended to be used to
take advantage of pipeline assets identified by the Investment
Manager, including four opportunities over which the Investment
Manager has secured exclusivity or is in bilateral negotiations
with a total investment amount of c.GBP87 million, and a wider
pipeline of assets in Sweden, Finland, Iceland, Poland and UK with
a total investment amount in excess of GBP4.3 billion.(1)
-- The Placing Shares will qualify for the dividend to be paid
in respect of the three months to 30 September 2021, expected to be
1.25 pence per Ordinary Share in line with the recently updated
dividend guidance. (2)
-- The Company's existing portfolio continues to perform as
expected with no material changes to report since the 30 June 2021
interim results.
-- Admission of the Placing Shares to the premium segment of the
Official List of the Financial Conduct Authority and to trading on
London Stock Exchange's main market for listed securities
("Admission") is expected to occur on or around 18 October
2021.
Sustainability
The Company is committed to a sustainable investment approach
and a cleaner, greener future.
The core sustainable investment objective of the Company is to
accelerate the transition to net zero through its investments,
compiling and operating a diversified portfolio of renewable energy
and infrastructure assets to help facilitate the transition to a
more sustainable future. The Company believes that this directly
contributes to climate change mitigation.
The Company has today made disclosures under the EU's
Sustainable Finance Disclosure Regulation as part of its commitment
to sustainability. These disclosures are available at
www.doretrust.com .
Background to the Placing and Pipeline
As stated in the Company's interim results, the Company has
completed two investments since its IPO in December 2020, investing
GBP102 million (83 per cent. of IPO proceeds), ahead of
expectations at IPO:
-- portfolio of eight operational hydropower plants in central
and southern Sweden for EUR65 million (GBP60 million); and
-- a 96MWp portfolio of UK Solar PV assets for GBP42 million.
For the period from IPO to 30 June 2021, the Company's p
ortfolio generation was 101,211 MWh, 6.6 per cent. above
expectations. Strong performance meant operating profit of
investments was 14.4 per cent. above expectations for the period to
30 June 2021.
The Investment Manager has identified a strong pipeline of
assets which support the future growth of the Company in the
hydropower, wind, solar, battery and utilities sectors. In
particular, the Investment Manager has secured exclusivity or is in
bilateral negotiations in relation to four opportunities with a
total investment amount of c.GBP87 million, including the Lake
Vänern Wind Project in Sweden announced on 15 January 2021.
Negotiations continue on the proposed acquisition of three
hydropower plants and electricity distribution assets from AB
Edsbyn Elverk announced on 27 May 2021.
The Investment Manager has also identified a wider pipeline of
further assets in Sweden, Finland, Iceland, Poland and UK with a
total investment amount in excess of GBP4.3 billion.(1)
The Investment Manager intends to deploy the net proceeds of the
Placing, in conjunction with the remaining proceeds of the IPO,
into investment opportunities contained within the pipeline. In
addition to this, the Investment Manager is also currently
exploring options to optimise the existing capital structure of the
Company's portfolio, including the inception of a revolving credit
facility.
Investment Strategy and Target Dividend of the Company
-- Build a diversified portfolio: of solar, hydro, wind,
geothermal and other infrastructure assets, with a focus on core
renewables and infrastructure projects in UK and Northern
Europe
-- Active asset management: aim to optimise asset operations,
data analysis and investor returns
-- Risk management: manage resource seasonality, market power
price exposure and regulatory risks to aim for more stable
returns
-- Geographical split: no more than 60% of gross asset value in
assets will be located in either the UK or Northern Europe and
Ireland combined
-- Target dividend: Following payment of a dividend of 1 pence
per share for the period to 30 June 2021, the Company intends to
increase the dividend to 5 pence per annum from 1 July 2021
(representing a dividend per share of 1.25 pence for the quarter
ending 30 September 2021 and thereafter). This results from rapid
deployment of the IPO proceeds and the strong trading performance
since the two portfolios were acquired.(2)
Further information on the Placing
The Placing will be conducted by way of a bookbuilding process
which will be launched immediately following this Announcement, in
accordance with the terms and conditions set out in the Appendix
below and is expected to close at 1.00 p.m. (London time) on 13
October 2021. Singer Capital Markets Securities Limited (the
"Bookrunner"), in consultation with the Company, reserves the right
to close the bookbuilding process earlier or later at its
discretion.
The Bookrunner, as the sole placing agent of the Company, will
use its reasonable endeavours to place the Placing Shares with
institutional investors at the Placing Price. Eligible investors
are invited to apply for Placing Shares by contacting their usual
contact at the Bookrunner.
By making an offer to subscribe for Placing Shares under the
Placing, investors will be deemed to have accepted the terms and
conditions of the Placing contained in the Appendix. An investor
that has made an offer to subscribe for Placing Shares under the
Placing accepts that following the closing of the Placing such
offer shall be irrevocable. Upon being notified of its allocation
of Placing Shares in the Placing, an investor shall be
contractually committed to acquire the number of Placing Shares
allocated to it at the Placing Price.
The decision to allot the Placing Shares to any person pursuant
to the Placing shall be at the absolute discretion of the Company
(in consultation with the Bookrunner and Investment Manager). The
Bookrunner may choose to accept applications, either in whole or in
part, on the basis of allocations determined, and may scale down
any bids for this purpose, on such basis as the Company and the
Bookrunner may determine.
The Placing is conditional, inter alia, upon Admission of the
Placing Shares and will be conducted under the Company's existing
shareholder authorities granted at a general meeting of the Company
held on 26 October 2020. It is expected that Admission of the
Placing Shares will occur on or around 8.00 a.m. on 18 October
2021.
The Placing Shares issued pursuant to the Placing will, when
issued, be credited as fully paid and will rank pari passu in all
respects with existing Ordinary Shares including the right to
receive all dividends and other distributions declared, made or
paid after their date of issue. For the avoidance of doubt, the
Placing Shares will not be eligible for the dividend of 1.0p per
Ordinary Share that was declared on 2 September 2021 and quoted
ex-dividend on 9 September 2021. The Placing Shares will qualify
for the dividend to be paid in respect of the three months to 30
September 2021, expected to be 1.25 pence per Ordinary Share in
line with the recently updated dividend guidance.(2)
Details of the number of Placing Shares to be issued and the
approximate gross proceeds of the Placing will be announced as soon
as practicable after the closing of the Placing.
The Placing is not being underwritten.
Expected Timetable
Placing opens 29 September 2021
Placing closes 1.00 p.m. on 13 October
2021
Result of Placing announced By 14 October 2021
Admission of Placing Shares 18 October 2021
Each of the times and dates above refer to London time and are
subject to change by the Company. Any such change will be notified
to shareholders by an announcement on a Regulatory Information
Service.
Dealing Codes
ISIN for the Ordinary Shares GB00BLF7PP25
SEDOL for the Ordinary Shares BLF7PP2
Ticker code for the Ordinary DORE
Shares
Contact details:
Downing LLP - Investment Manager to the
Company +44 (0)20 3954
Tom Williams 9908
Singer Capital Markets - Corporate Broker
and Bookrunner
Robert Peel, Alan Ray, Alaina Wong, Asha
Chotai (Investment Banking)
Sam Greatrex, Alan Geeves, James Waterlow, +44 (0)20 7496
Paul Glover (Sales) 3000
TB Cardew - Public relations advisor to +44 (0)20 7930
the Company 0777
Ed Orlebar +44 (0)7738 724
Tania Wild 630 / +44 (0)7425
536 903
DORE@tbcardew.com
Important Notes:
1. There is no assurance that any of the assets which make up
the pipeline will remain available for purchase after Admission or,
if available, at what price (if a price can be agreed at all) the
investment can be acquired by the Company. Following Admission, the
Investment Manager may or may not pursue any pipeline assets.
Investments not comprised in the pipeline assets may also become
available.
2. The dividend target stated above is a target only and not a
profit forecast. There can be no assurance that the target will be
met, or that the Company will make any distributions at all and it
should not be taken as an indication of the Company's expected
future results.
About Downing Renewables & Infrastructure Trust plc
(DORE)
DORE is a closed-end investment trust that aims to provide
investors with an attractive and sustainable level of income, with
an element of capital growth, by investing in a diversified
portfolio of renewable energy and infrastructure assets in the UK
and Northern Europe. DORE has been awarded the London Stock
Exchange's Green Economy Mark in recognition of its contribution to
the global 'Green Economy'.
The Board classifies DORE as a sustainable fund with a core
objective of accelerating the transition to net zero through its
investments, compiling and operating a diversified portfolio of
renewable energy and infrastructure assets to help facilitate the
transition to a more sustainable future. The Company believes that
this directly contributes to climate change mitigation.
DORE's strategy, which focuses on diversification by geography,
technology, revenue and project stage, is designed to increase the
stability of revenues and the consistency of income to
shareholders. For further details please visit
www.doretrust.com
LEI: 2138004JHBJ7RHDYDR62
About Downing LLP
Downing LLP is a London-based investment management firm. It has
over 25,000 investors and has raised over GBP1.7 billion into
businesses across a range of sectors, from renewable energy, care
homes, health clubs, and children's nurseries, to technology and
sports nutrition. Downing has a demonstrable track record in
renewables, having made more than 130 investments into solar parks,
wind farms and hydroelectric plants since 2010.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
For further details please visit www.downing.co.uk
Appendix - Terms and Conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION IN
IT, IS RESTRICTED, AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(OTHER THAN THE REPUBLIC OF IRELAND AND THE NETHERLANDS) OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION OF THIS ANNOUCNEMENT WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT
BEING OFFERED OR SOLD TO ANY PERSON IN THE UNITED KINGDOM OR THE
EUROPEAN ECONOMIC AREA, OTHER THAN TO QUALIFIED INVESTORS (AS
DEFINED BELOW), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED
BY THE FCA.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THESE TERMS
AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT PERSONS WHO ARE: (A) QUALIFIED INVESTORS AS THAT TERM IS
USED IN THE EU PROSPECTUS REGULATION OR THE UK PROSPECTUS
REGULATION, AS APPLICABLE; (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO (I) 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 FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; AND (II)
ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN
THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS
SOURCEBOOK; OR (C) OTHER PERSONS TO WHOM THEY MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").
THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT
PERSON YOU SHOULD CONSULT A PROFESSIONAL ADVISER FOR ADVICE.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION IN
IT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE
AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY
OF THE COMPANY.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR
SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED
STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED
(THE "U.S. SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
(AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT
("REGULATION S")) ("U.S. PERSONS") EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN
THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD
OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON THE
EXEMPTION FROM REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT
PROVIDED BY REGULATION S THEREUNDER. THERE WILL BE NO PUBLIC OFFER
OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the "Placees"), will
be deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, indemnities, acknowledgements, and undertakings
contained in this Appendix. In particular, each Placee represents,
warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
UK Prospectus Regulation or the EU Prospectus Regulation (as
applicable), (i) the Placing Shares acquired by it pursuant to the
Placing have not been acquired on a non-discretionary basis on
behalf of, nor have they been acquired or will be acquired with a
view to their offer or resale to, persons in any Member State of
the EEA or the UK other than Relevant Persons or in circumstances
in which the prior consent of Singer Capital Markets Securities
Limited (the "Bookrunner") has been given to the offer or resale;
or (ii) where Placing Shares have been acquired by it on behalf of
persons in any Member State of the EEA or the UK other than
Relevant Persons, the offer of those Placing Shares to it is not
treated under the UK Prospectus Regulation or the EU Prospectus
Regulation, as applicable, as having been made to such persons;
and
3. (i)(a) it is not a U.S. Person; (b) it is not located in the
United States; and (c) it is not acquiring the Placing Shares for
the account or benefit of a U.S. Person; or (ii) it is a dealer or
other professional fiduciary in the United States acting for a
discretionary account (other than an estate or trust) held for the
benefit or account of a non U.S. person in reliance on Regulation
S.
The Company and the Bookrunner will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements. The Bookrunner does not make any
representation to any Placee regarding an investment in the Placing
Shares.
This Announcement (including the Appendix) has been prepared and
issued by the Company and is and will be the sole responsibility of
the Company. No representation or warranty, express or implied, is
or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by the Bookrunner or any of its
directors, officers, employees, affiliates, branches, advisers,
consultants or agents or any other person as to or in relation to,
the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any Placee, any person acting on such Placee's behalf or any of
their respective advisers, and any liability therefor is expressly
disclaimed.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Australia, Canada, Japan, the
Republic of South Africa, any Member State of the EEA (other than
the Republic of Ireland and the Netherlands) or in any jurisdiction
in which such publication or distribution is unlawful. Persons into
whose possession this Announcement may come are required by the
Company to inform themselves about and to observe any restrictions
of transfer of this Announcement. No public offer of securities of
the Company is being made in the United Kingdom, the Republic of
Ireland, the Netherlands, the United States or elsewhere.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States. This
Announcement is not an offer of securities for sale into the United
States. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act and may not be
offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
U.S. Securities Act or under any laws of, or with any securities
regulatory authority of, any state or other jurisdiction of the
United States, and may not be offered, sold, resold, transferred or
delivered, directly or indirectly in the United States or to, or
for the account or benefit of, U.S. Persons, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction in the United States, and under circumstances
that would not result in the Company being in violation of the U.S.
Investment Company Act of 1940, as amended. The Investment Manager
is not registered under the U.S. Investment Advisers Act of 1940,
as amended, and Placees will not be entitled to the benefits of the
requirements applicable to investment managers registered under
that Act. The Placing Shares are only being offered and sold
outside the United States in offshore transactions to persons who
are not U.S. Persons in accordance with Regulation S under the U.S.
Securities Act.
No securities commission or similar authority in Canada or the
Republic of South Africa have in any way passed on the merits of
the securities offered hereunder and any representation to the
contrary is an offence. No document in relation to the Placing has
been, or will be, lodged with, or registered by the Australian
Securities and Investments Commission, and no registration
statement has been, or will be, filed with the Japanese Ministry of
Finance in relation to the Placing or the Placing Shares.
Accordingly, subject to certain exceptions, the Placing Shares may
not, directly or indirectly, be offered or sold within Australia,
Canada, Japan or the Republic of South Africa or offered or sold to
a resident of Australia, Canada, Japan or the Republic of South
Africa.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given. Where the Placee is acting in its
capacity as a discretionary investment manager on behalf of its
underlying clients (who include individuals and/or retail clients),
then it is the discretionary investment manager that is to be
regarded as the Placee for the purpose of this Announcement and not
the underlying client(s). For the avoidance of doubt, the
representations and warranties given by the Placee herein are to be
taken as made on behalf of the discretionary manager itself and not
their underlying client(s).
Definitions
The following definitions apply throughout this Announcement
(including this Appendix), unless the context requires
otherwise:
"Admission" the admission of the Placing Shares to be
issued pursuant to the Placing: (i) to the
premium segment of the Official List; and
(ii) to trading on the premium segment of
the London Stock Exchange's main market, becoming
effective in accordance with the Listing Rules
and the admission and disclosure standards
of the London Stock Exchange
"AIFM Material any development or event (or any development
Adverse Change" or event involving a prospective change of
which the AIFM is, or might reasonably be
expected to be, aware) which will or is likely
to have a material adverse effect on the condition
(financial, operational, legal or otherwise),
prospects, solvency, liquidity, management,
results of operations, financial position,
business or general affairs of the AIFM whether
or not foreseeable and whether or not arising
in the ordinary course of business and shall
include any revocation of the AIFM's entitlement
to market Ordinary Shares in the United Kingdom
under Regulation 62 of the AIFM Regulations
------------------------------------------------------
"Affiliates" an affiliate of, or person affiliated with,
a specified person, including a person that
directly, or indirectly through one or more
intermediate holding companies, controls or
is controlled by, or is under common control
with the person specified
------------------------------------------------------
"AIFM" Gallium Fund Solutions Limited
------------------------------------------------------
"AIFM Directive" the EU's Alternative Investment Fund Managers
Directive (No. 2071/61/EU) and all legislation
made pursuant thereto, including, where applicable,
the applicable implementing legislation and
regulations in each member state of the European
Union
------------------------------------------------------
"AIFM Regulations" the UK Alternative Investment Fund Managers
Regulations 2013 (SI 2013 No. 1773), as amended
by The Alternative Investment Fund Managers
(Amendment etc.) (EU Exit) Regulations 2019
------------------------------------------------------
"Articles of Association" the articles of association of the Company
------------------------------------------------------
"Bookbuild" means the accelerated bookbuild process to
be conducted by the Bookrunner to arrange
participation by Placees in the Placing
------------------------------------------------------
"Bookrunner" Singer Capital Markets Securities Limited
------------------------------------------------------
"certificated" not in uncertificated form
or "in certificated
form"
------------------------------------------------------
"Company" or "DORE" Downing Renewables & Infrastructure Trust
PLC
------------------------------------------------------
"Company Material any development or event (or any development
Adverse Change" or event involving a prospective change of
which the Company is, or might reasonably
be expected to be, aware) which will or is
likely to have a material adverse effect on
the condition (financial, operational, legal
or otherwise), prospects, solvency, liquidity,
management, results of operations, financial
position, business or general affairs of the
Company whether or not foreseeable and whether
or not arising in the ordinary course of business
and shall include any revocation of the AIFM's
entitlement to market Ordinary Shares in the
United Kingdom under Regulation 62 of the
AIFM Regulations
------------------------------------------------------
"CREST" the relevant systems for the paperless settlement
of trades in securities and the holding of
uncertificated securities operated by Euroclear
in accordance with the CREST Regulations
------------------------------------------------------
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 2001/3755), as amended
------------------------------------------------------
"Director(s)" the directors of the Company
------------------------------------------------------
"DVP" delivery versus payment
------------------------------------------------------
"EEA" European Economic Area
------------------------------------------------------
"ERISA" U.S. Employee Retirement Income Security Act
of 1974, as amended
------------------------------------------------------
"EU MAR" the EU Market Abuse Regulation (2014/596/EU)
------------------------------------------------------
"EU Prospectus Regulation (EU) No. 2017/1129 on the prospectus
Regulation" to be published when securities are offered
to the public or admitted to trading on a
regulated market, and repealing Directive
2003/71/EC
------------------------------------------------------
"Euroclear" Euroclear UK & Ireland Limited, being the
operator of CREST
------------------------------------------------------
"EUWA" European Union (Withdrawal) Act 2018 (as amended)
------------------------------------------------------
"Existing Ordinary the Ordinary Shares in issue as at the date
Shares" of this Announcement
------------------------------------------------------
"FATCA" the U.S. Foreign Account Tax Compliance Act
of 2010, as amended from time to time
------------------------------------------------------
"FCA" the UK Financial Conduct Authority
------------------------------------------------------
"FSMA" the UK Financial Services and Markets Act
2000, as amended from time-to-time
------------------------------------------------------
"Group" the Company and is subsidiaries from time
to time
------------------------------------------------------
"Investment Manager" Downing LLP
or "Downing"
------------------------------------------------------
"Investment Manager any development or event (or any development
Material Adverse or event involving a prospective change of
Change" which the Investment Manager is, or might
reasonably be expected to be, aware) which
will or is likely to have a material adverse
effect on the condition (financial, operational,
legal or otherwise), prospects, solvency,
liquidity, management, results of operations,
financial position, business or general affairs
of the Investment Manager whether or not foreseeable
and whether or not arising in the ordinary
course of business
------------------------------------------------------
"Listing Rules" the listing rules made by the FCA under section
73A of FSMA, as amended from time-to-time
------------------------------------------------------
"London Stock London Stock Exchange plc
Exchange"
------------------------------------------------------
"Material Adverse a Company Material Adverse Change, an Investment
Change" Manager Material Adverse Change and/or an
AIFM Material Adverse Change (or any of them);
------------------------------------------------------
"MiFID II Product has such meaning given to it in paragraph
Governance Requirements" 10.4;
------------------------------------------------------
"Money Laundering the Council Directive on prevention of the
Directive" use of the financial system for the purposes
of money laundering or terrorist financing
(EU/2015/849) as amended by the Money Laundering
Directive (EU) 2018/843 of the European Parliament
and of the Council of the European Union of
9 July 2018 on the prevention of the use of
the financial system for the purpose of money
laundering and terrorist financing
------------------------------------------------------
"Money Laundering the UK Money Laundering, Terrorist Financing
Regulations 2017" and Transfer of Funds (Information on the
Payer) Regulations 2017, as amended from time
to time
------------------------------------------------------
"Official List" the official list maintained by the FCA pursuant
to Part VI of FSMA
------------------------------------------------------
"Ordinary Shares" ordinary shares of GBP0.01 each in the capital
of the Company
------------------------------------------------------
"Placee" the placees procured by the Bookrunner pursuant
to the Placing Agreement who agree to subscribe
for Placing Shares as more particularly set
out in the recitals to this Appendix
------------------------------------------------------
"Placing" the placing of the Placing Shares pursuant
to the Placing Agreement
------------------------------------------------------
"Placing Agreement" the conditional placing agreement dated 29
September 2021 between (1) the Company, (2)
the AIFM, (3) the Investment Manager and (4)
the Bookrunner relating to the Placing
------------------------------------------------------
"Placing Price" 102.50 pence per Placing Share
------------------------------------------------------
"Placing Shares" new Ordinary Shares which are to be placed
in accordance with the terms of the Placing
------------------------------------------------------
"Prospectus Regulation the Prospectus Regulation Rules made by the
Rules" FCA under Part VI of FSMA
------------------------------------------------------
"Registrar" Link Group
------------------------------------------------------
"Regulatory Information a service authorised by the FCA to release
Service" regulatory announcements to the London Stock
Exchange
------------------------------------------------------
"Relevant Member each member state of the EEA which is bound
State" by the EU Prospectus Regulation
------------------------------------------------------
"Regulation S" Regulation S promulgated under the U.S. Securities
Act, as amended from time to time
------------------------------------------------------
"Results Announcement" the announcement to be released following
the closing of the Bookbuild
------------------------------------------------------
"Shareholders" a holder of Ordinary Shares
------------------------------------------------------
"Target Market has such meaning given to it in paragraph
Assessment" 10.4
------------------------------------------------------
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland
------------------------------------------------------
"UK MAR" Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April
2014 on market abuse as it forms part of the
domestic law of the United Kingdom by virtue
of the EUWA, as amended
------------------------------------------------------
"UK MiFID II" the UK's implementation of Directive 2014/65/EU
of the European Parliament and of the Council
of 15 May 2014 on markets in financial instruments
and amending Directive 2002/92/EC and Directive
2011/61/EU (MiFID), together with the UK version
of Regulation (EU) No 600/2014 of the European
Parliament and of the Council of 15 May 2014
on markets in financial instruments and amending
Regulation (EU) No 648/2012 (MiFIR), which
forms part of the domestic law of the United
Kingdom by virtue of the EUWA, as amended
------------------------------------------------------
"UK Prospectus EU Prospectus Regulation as it forms part
Regulation" of the domestic law of the United Kingdom
by virtue of the EUWA, as amended
------------------------------------------------------
"uncertificated" a share recorded on the Company's register
or "in uncertificated of members as being held in uncertificated
form" form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST
------------------------------------------------------
"United States the United States of America, its territories
of America" or and possessions, any state of the United States
"United States" of America and the District of Columbia
or "U.S."
------------------------------------------------------
"U.S. Investment U.S. Investment Company Act of 1940, as amended
Company Act" from time to time
------------------------------------------------------
"U.S. Person" any person who is a U.S. person within the
meaning of Regulation S adopted under the
U.S. Securities Act
------------------------------------------------------
"U.S. Securities U.S. Securities Act of 1933, as amended from
Act" time to time
------------------------------------------------------
"U.S. Tax Code" the US Internal Revenue Code of 1986, as amended
from time to time
------------------------------------------------------
1 THE PLACING
1.1 The Bookrunner has entered into the Placing Agreement with
the Company, the Investment Manager and the AIFM. Pursuant to the
Placing Agreement, the Bookrunner has undertaken, subject to the
terms set out therein, to use its reasonable endeavours, as agent
of the Company, to procure subscribers for the Placing Shares at
the Placing Price. The Placing is not being underwritten.
1.2 The Placing Shares will, when issued, be subject to the
Articles of Association, be credited as fully paid and will rank
pari passu in all respects with each other and with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the
Ordinary Shares after the date of issue of the Placing Shares. The
Placing Shares will be issued free of any encumbrance, lien or
other security interest. For the avoidance of doubt, the Placing
Shares will not be eligible for the dividend of 1.0p per Ordinary
Share that was declared on 2 September 2021.
1.3 This Appendix gives details of the terms and conditions of,
and the mechanics of participation in, the Placing.
1.4 Each Placee will be required to pay to the Bookrunner, on
the Company's behalf, an amount equal to the product of the Placing
Price and the number of Placing Shares that such Placee is required
to be allotted in accordance with the terms set out in or referred
to in this Appendix. Each Placee's obligation to be allotted and
pay for Placing Shares under the Placing will be owed to each of
the Company and the Bookrunner. Each Placee will be deemed to have
read this Appendix in its entirety.
1.5 Neither the Bookrunner nor its holding company, any
subsidiary, any subsidiary of any such holding company, any branch,
affiliate or associated undertaking of any such company nor any of
its respective directors, officers and employees (each an
"Affiliate") will have any liability (subject to applicable
legislation and regulations) to Placees or to any person other than
the Company in respect of the Placing.
2 APPLICATION FOR ADMISSION
Application will be made to the Financial Conduct Authority and
the London Stock Exchange for all of the Placing Shares to be
admitted to the premium segment of the Official List and to trading
on the premium segment of the London Stock Exchange's main market.
It is expected that Admission of the Placing Shares will become
effective on or around 8.00 a.m. on 18 October 2021 (or such later
time and/or date as the Bookrunner may agree with the Company
(being no later than 8.00 a.m. on 30 November 2021) and that
dealings in the Placing Shares will commence at that time.
3 PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE BOOKBUILD AND THE PLACING
3.1 The Bookrunner will today commence the Bookbuild to
determine demand for participation in the Placing by Placees. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be
paid to Placees by the Company or the Bookrunner or by the Placees
in respect of any Placing Shares.
3.2 The Bookrunner (whether through itself or any of its
Affiliates) is arranging the Placing as bookrunner to the Company
for the purpose of using its reasonable endeavours to procure
Placees at the Placing Price for the Placing Shares. The Bookrunner
is authorised and regulated in the United Kingdom by the FCA, and
is acting exclusively for the Company and no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the clients of the Bookrunner or for
providing advice in relation to the matters described in this
Announcement.
3.3 The Placing Price is a fixed price of 102.50 pence per Placing Share.
3.4 Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Bookrunner. The Bookrunner and its Affiliates may participate in
the Placing as principal(s) in respect of all or some of the
Placing Shares.
3.5 To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their
usual sales contact at the Bookrunner. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
subscribe for at the Placing Price. The Bookrunner reserves the
right not to accept bids or to accept bids in part rather than in
whole. The acceptance of the bids shall be at the Bookrunner's
absolute discretion, subject to agreement with the Company.
3.6 The timing of the closing of the Bookbuild is to be
determined at the discretion of the Company and the Bookrunner. The
Bookrunner may, in agreement with the Company, accept bids that are
received after the Bookbuild has closed. The Company reserves the
right (upon the agreement of the Bookrunner) to reduce the number
of Ordinary Shares to be issued pursuant to the Placing, in its
absolute discretion.
3.7 The Placing Shares will be issued subject to the terms and
conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Company's or the Bookrunner's conduct of the
Placing.
3.8 All times and dates in this Announcement may be subject to
amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
3.9 Each prospective Placee's allocation of Placing Shares will
be confirmed to prospective Placees orally by the Bookrunner or one
of its Affiliates, and a contract note will be dispatched as soon
as practicable thereafter as evidence of such Placee's allocation
and commitment. The terms and conditions of this Appendix will be
deemed incorporated into the contract note. That oral confirmation
will constitute an irrevocable legally binding commitment upon that
person (who at that point will become a Placee) in favour of the
Company and the Bookrunner to subscribe for the number of Placing
Shares allocated to it at the Placing Price on the terms and
conditions set out in this Appendix and in accordance with the
Articles of Association.
3.10 The Company will release the Results Announcement following
the close of the Bookbuild, detailing the aggregate number of the
Placing Shares to be issued at the Placing Price.
3.11 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
paragraph 7 "Registration and Settlement".
3.12 All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of amongst other things,
the conditions referred to below under paragraph 4 "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under paragraph 5 "Right to terminate under the
Placing Agreement".
3.13 By participating in the Placing, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
3.14 Each Placee's obligations will be owed to the Company and
to the Bookrunner. Following the oral confirmation referred to
above, each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Bookrunner, as
agent of the Company, and to the Company, to pay to the Bookrunner
in cleared funds an amount equal to the product of the Placing
Price and the number of Placing Shares such Placee has agreed to
acquire. The Bookrunner will procure the allotment of the Placing
Shares so subscribed to each Placee.
3.15 Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the Placing Shares to the Placees
and that the Bookrunner shall not have any liability to the Placees
for the failure of the Company to fulfil those obligations.
3.16 Unless the Company otherwise expressly consents in writing,
no Placing Shares may be acquired by: (i) investors using assets
of: (A) an "employee benefit plan" as defined in section 3(3) of
ERISA that is subject to Part 4 of subtitle B of fiduciary
responsibility or prohibited transaction Title I of ERISA; (B) a
"plan" as defined in Section 4975 of the U.S. Tax Code including an
individual retirement account, that is subject to section 4975 of
the U.S. Tax Code, applies; or (C) an entity whose underlying
assets include the assets of any such "employee benefit plan" or
"plans" by reason of investment by an "employee benefit plan" or
"plans" by reason of ERISA or the U.S. Department of Labor
Regulations, 29 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 or (ii) 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 Placing Shares must not constitute or result
in a non-exempt violation of any such substantially similar
law.
4 CONDITIONS OF THE PLACING
4.1 The Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms. The obligations of the Bookrunner under the Placing
Agreement are conditional, inter alia, on:
(a) the performance by each of the Company, the Investment
Manager and the AIFM of its obligations under the Placing Agreement
to the extent that they fall to be performed prior to
Admission;
(b) the Placing Agreement not having been terminated in accordance with its terms;
(c) Admission occurring not later than 8.00 a.m. on 18 October
2021 or such later time as the Bookrunner may agree in writing with
the Company (but in any event not later than 8.00 a.m. on 30
November 2021);
(d) the warranties on the part of the Company, the Investment
Manager and the AIFM contained in the Placing Agreement being true
and accurate in every respect and not misleading as at the date of
the Placing Agreement and at Admission, as though they had been
given and made on such date by reference to the facts and
circumstances then subsisting; and
(e) between the date of the Placing Agreement and Admission, in
the opinion of the Bookrunner (acting in good faith), there not
having occurred any Material Adverse Change (whether or not
foreseeable at the date of the Placing Agreement).
4.2 If (a) the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by the Bookrunner) by
the relevant time or date specified (or such later time or date as
the Bookrunner may agree), or (b) the Placing Agreement is
terminated in the circumstances specified below under paragraph 5
"Right to terminate under the Placing Agreement", the Placing will
lapse and each Placee's rights and obligations hereunder shall
cease and determine at such time and no claim may be made by a
Placee in respect thereof. Neither the Bookrunner, the Company, the
Investment Manager, the AIFM nor any of their respective Affiliates
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision it may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition in the
Placing Agreement or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Bookrunner.
4.3 By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under paragraph 5 "Right to terminate
under the Placing Agreement" and will not otherwise be capable of
rescission or termination by the Placee.
5 RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
5.1 The Bookrunner may, at any time before Admission terminate
its rights and obligations under the Placing Agreement by giving
notice to the Company if, inter alia, in the opinion of the
Bookrunner (acting in good faith):
(a) it comes to the knowledge of the Bookrunner that any of the
warranties given by the Company, the Investment Manager or the AIFM
under the Placing Agreement are not true and accurate or have
become misleading (or would not be true and accurate or would be
misleading if they were repeated at any time prior to Admission) by
reference to the facts, matters and circumstances then subsisting;
or
(b) any of the Company, the Investment Manager and the AIFM
fails to comply with any of its respective obligations under the
Placing Agreement; or
(c) there has been a Material Adverse Change; or
(d) certain force majeure events occur,
and such termination by the Bookrunner shall also terminate the
Placing Agreement.
5.2 By participating in the Placing, each Placee agrees with the
Bookrunner that the exercise by the Bookrunner of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Bookrunner without the
need to make any reference to the Placees in this regard and that,
to the fullest extent permitted by law, the Bookrunner shall not
have any liability whatsoever to the Placees in connection with any
such exercise.
6 NO PROSPECTUS
No offering document or prospectus has been or will be prepared
in relation to the Placing and no such prospectus is required (in
accordance with the UK Prospectus Regulation and the EU Prospectus
Regulation) to be published and Placees' commitments will be made
solely on the basis of the information contained in this
Announcement and information that has been published by or on
behalf the Company by notification to a Regulatory Information
Service in accordance with the FCA's Disclosure Guidance and
Transparency Rules, EU MAR and UK MAR (collectively "Exchange
Information"). Each Placee, by accepting a participation in the
Placing, agrees that the content of this Announcement is
exclusively the responsibility of the Company and confirms to the
Bookrunner and the Company that it has neither received nor relied
on any information (other than Exchange Information),
representation, warranty or statement made by or on behalf of the
Bookrunner (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the
contract note referred to below), any of its Affiliates, any
persons acting on its or their behalf or the Company and neither
the Bookrunner nor any of its Affiliates, any persons acting on its
behalf, nor the Investment Manager, nor the AIFM, nor the Company
will be liable for the decision of any Placee to participate in the
Placing based on any other information, representation, warranty or
statement which the Placee may have obtained or received
(regardless of whether or not such information, representation,
warranty or statement was given or made by or on behalf of any such
persons). By participating in the Placing, each Placee acknowledges
to and agrees with the Bookrunner (in each case for itself and as
agent for the Company) that, except in relation to the information
contained in this Announcement, it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing. 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 Placing Shares (ISIN:
GB00BLF7PP25) following Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions. The
Bookrunner reserves the right to require settlement for and
delivery of the Placing Shares to Placees by such other means that
it deems necessary, if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in
this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
7.2 It is expected that settlement will take place on or around
18 October 2021 in CREST in accordance with the instructions set
out in the contract note. Settlement will be through the Bookrunner
against CREST ID: ATMAY.
7.3 Each Placee allocated Placing Shares in the Placing will be
sent a contract note in accordance with the standing arrangements
in place with the Bookrunner, stating the number of Placing Shares
allocated to it at the Placing Price, the aggregate amount owed by
such Placee to the Bookrunner and settlement instructions. Each
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions that it has
in place with the Bookrunner.
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 two percentage points above the base rate of
Barclays Bank Plc but 2% per year for any period during which that
base rate is below zero.
7.5 Each Placee is deemed to agree that if it does not comply
with these obligations, the Bookrunner may sell any or all of the
Placing Shares allocated to the Placee on such Placee's behalf and
retain from the proceeds, for the Bookrunner's own account and
profit, an amount equal to the aggregate amount owed by the Placee
plus any interest due. The Placee will, however, remain liable and
shall indemnify the Bookrunner on demand for any shortfall between
the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement
(including this Appendix)) which may arise upon the sale of such
Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on the Bookrunner all such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which the Bookrunner
lawfully takes in pursuance of such sale.
7.6 If Placing 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. Insofar as Placing 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 Placing Shares will, subject as provided
below, be so registered free from any liability to stamp duty or
stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of
the issue of the Placing Shares, neither the Bookrunner nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission from the Company
in connection with the Placing.
8 REPRESENTATIONS AND WARRANTIES
8.1 By submitting a bid in the Bookbuild and participating in
the Placing, each Placee (and any person acting on such Placee's
behalf) acknowledges, undertakes, represents, warrants and agrees
(as the case may be) to the Company and the Bookrunner that:
(a) the Placee has read this Announcement in its entirety and
acknowledges that its participation in the Placing shall be made
solely on the terms and subject to the conditions set out in these
terms and conditions, the Placing Agreement and the Articles of
Association. Such Placee agrees that these terms and conditions and
the contract note issued by the Bookrunner to such Placee represent
the whole and only agreement between the Bookrunner and the Company
in relation to the Placee's participation in the Placing and
supersedes any previous agreement between any of such parties in
relation to such participation. Accordingly, all other terms,
conditions, representations, warranties and other statements which
would otherwise be implied (by law or otherwise) shall not form
part of these terms and conditions. Such Placee agrees that none of
the Company or the Bookrunner nor any of their respective officers,
directors or employees will have any liability for any such other
information or representation and irrevocably and unconditionally
waives any rights it may have in respect of any such other
information or representation;
(b) no offering document or prospectus has been prepared in
connection with the placing of the Placing Shares and represents
and warrants that it has not received a prospectus or other
offering document in connection therewith;
(c) the Ordinary Shares are admitted to listing on the premium
segment of the Official List of the FCA, and the Company is
therefore required to publish Exchange Information, which includes
a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account 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;
(d) it is relying solely on this Announcement (including this
Appendix) and the Exchange Information published by the Company
prior to Admission of the Placing 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;
(e) the content of this Announcement 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 the Bookrunner under any regulatory regime,
neither the Bookrunner nor the Investment Manager 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 the Exchange
Information nor for any other statement made or purported to be
made by them or on their behalf in connection with the Company, the
Placing Shares or the Placing, including but without limitation the
Company Key Information Document published in accordance with
Regulation (EU) 1286/2014 of the European Parliament and the
Council (commonly known as the PRIIPs Regulation) as it forms part
of domestic law of the United Kingdom by virtue of the EUWA, as
amended;
(f) if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the UK) on the date of such
Placee's agreement to acquire Placing Shares under the Placing and
will not be any such person on the date any such offer is
accepted;
(g) if it is outside the United Kingdom, no offering, marketing
or other material in connection with the Placing (for the purposes
of this Appendix, each a "Placing Document") constitutes an
invitation, offer or promotion to, or arrangement with, it or any
person whom it is procuring to subscribe for Placing 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 the Placing 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;
(h) neither the Bookrunner nor any person affiliated with the
Bookrunner acting on its behalf is responsible for or shall have
any liability for any information, representation or statement
contained in this Announcement or any supplementary announcement
(as the case may be) or any information previously published by or
on behalf of the Company or any member of the Group and will not be
liable for any decision by a Placee to participate in the Placing
based on any information, representation or statement contained in
this Announcement or otherwise;
(i) it has the power and authority to subscribe for Placing
Shares under the Placing and to execute and deliver all documents
necessary for such acquisition;
(j) the price payable per Placing Share is payable to the
Bookrunner on behalf of the Company in accordance with the terms of
these terms and conditions and in the contract note;
(k) it has the funds available to pay for in full the Placing
Shares which it has agreed to acquire and it will pay the total
subscription amount in accordance with the terms set out in this
Appendix and as set out in the contract note on the due time and
date;
(l) save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA), none of the Bookrunner, its
ultimate holding companies nor any direct or indirect subsidiary
undertakings of such holdings companies, nor any of their
respective directors, members, partners, officers and employees,
respective Affiliates shall be responsible or liable to a Placee or
any of its clients for any matter arising out of the Bookrunner's
role as bookrunner or otherwise in connection with the Placing, and
that where any such responsibility or liability nevertheless arises
as a matter of law each Placee and, if relevant, its clients, will
immediately waive any claim against any such persons which a Placee
or any of its clients may have in respect thereof;
(m) the Placee has complied with all applicable laws and such
Placee will not infringe any applicable law as a result of such
Placee's agreement to acquire Placing Shares under the Placing
and/or acceptance thereof or any actions arising from such Placee's
rights and obligations under the Placee's agreement to acquire
Placing Shares under the Placing and/or acceptance thereof or under
the Articles of Association;
(n) all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents)
in order (i) to enable the Placee lawfully to enter into, and
exercise its rights and perform and comply with its obligations to
acquire the Placing Shares under, the Placing and (ii) to ensure
that those obligations are legally binding and enforceable, have
been taken, fulfilled and done. The Placee's entry into, exercise
of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate (a)
its constitutive documents or (b) any agreement to which the Placee
is a party or which is binding on the Placee or its assets;
(o) to the fullest extent permitted by law, the Placee
acknowledges and agrees to the disclaimers contained in this
Announcement;
(p) (a) (i) it is not located in the United States; (ii) it is
not a U.S. Person and (iii) it is not acting for the account or
benefit of a U.S. Person or (b) it is a dealer or other
professional fiduciary in the United States acting for a
discretionary account (other than an estate or trust) held for the
benefit or account of a non U.S. Person in reliance on Regulation
S;
(q) the Placing Shares referred to in this Announcement have not
been and will not be registered under the U.S. Securities Act or
under any laws of, or with any securities regulatory authority of,
any state or other jurisdiction of the United States or under the
applicable securities laws of Australia, Canada, the Republic of
South Africa or Japan or where to do so may contravene local
securities laws or regulations and that the Company will not be
registered under the U.S. Investment Company Act, and Placees will
not be entitled to benefits of regulations under that Act;
(r) it agrees not to reoffer, resell, pledge, transfer or
deliver any Placing Shares, directly or indirectly, in the United
States or to, or for the account or benefit of, U.S. Persons,
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities
Act and in compliance with any applicable securities laws of any
state or other jurisdiction in the United States;
(s) acknowledges that it has not acquired the Placing Shares as
a result of any general solicitation or general advertising (as
these terms are used in Regulation D under the U.S. 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;
(t) if it is acquiring any Placing 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;
(u) it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA 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 EEA within the
meaning of the EU Prospectus Regulation;
(v) the Placee has conducted its own investigation with respect
to the Company and the Placing Shares and has had access to such
financial and other information concerning the Company and the
Placing Shares as the Placee deemed necessary to evaluate the
merits and risks of an investment in the Placing Shares, and the
Placee has concluded that an investment in the Placing Shares is
suitable for it or, where the Placee is not acting as principal,
for any beneficial owner of the Placing Shares, based upon each
such person's investment objectives and financial requirements;
(w) the Placee is not a resident of Australia, Canada, the
Republic of South Africa or Japan and acknowledges that the Placing
Shares have not been and will not be registered nor will a
prospectus be prepared in respect of the Placing Shares under the
securities legislation of Australia, Canada, the Republic of South
Africa or Japan and, subject to certain exceptions, the Placing
Shares may not be o ered or sold, directly or indirectly, in or
into those jurisdictions or in any other jurisdiction in which any
such o er, invitation or solicitation is or would be unlawful;
(x) undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself; or
(ii) its nominee, as the case may be. Neither the Bookrunner 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 the Bookrunner in respect of the same on
the basis that the Placing Shares will be allotted to the CREST
stock account of the Bookrunner who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
(y) the Placee accepts that if the Placing does not proceed or
the conditions to the Placing Agreement are not satisfied or the
Placing Shares for which valid applications are received and
accepted are not admitted to the premium segment of the Official
List and to trading on the premium segment of the London Stock
Exchange's main market for any reason whatsoever then none of the
Bookrunner, the Company, the AIFM or the Investment Manager, nor
persons controlling, controlled by or under common control with any
of them nor an of their respective employees, agents, officers,
members, stockholders, partners or representatives, shall have any
liability whatsoever to it or any other person;
(z) in the case of a person who con rms to the Bookrunner on
behalf of a Placee an agreement to acquire Placing Shares under the
Placing and/or who authorises the Bookrunner to notify such
Placee's name to the Registrar, that person represents and warrants
that it has authority to do so on behalf of the Placee;
(aa) the Placee has complied with its obligations in connection
with money laundering and terrorist nancing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism
Act 2006 and the Money Laundering Regulations 2017 and any related
or similar rules, regulations or guidelines, issued, administered
or enforced by any government agency having jurisdiction in respect
thereof and the Money Laundering Sourcebook of the FCA and, if it
is 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 Money Laundering
Regulations 2017 and, in each case, agrees that pending
satisfaction of such obligations, de nitive certi cates (or
allocation under the CREST system) in respect of the Placing Shares
comprising the Placee's allocation may be retained at the
Bookrunner's discretion;
(bb) the Placee agrees that, due to anti-money laundering and
the countering of terrorist nancing requirements, the Bookrunner
and/or the Company may require proof of identity of the Placee and
related parties and veri cation of the source of the payment before
the application can be processed and that, in the event of delay or
failure by the Placee to produce any information required for veri
cation purposes, the Bookrunner and/or the Company may refuse to
accept the application and the subscription moneys relating
thereto. The Placee holds harmless and will indemnify each of the
Bookrunner and the Company against any liability, loss or cost
ensuing due to the failure to process its application to
participate in the Placing, if such information as has been
required has not been provided by it or has not been provided on a
timely basis;
(cc) the Placee is aware of the obligations regarding insider
dealing in the Criminal Justice Act 1993, of all applicable
provisions of FSMA, UK MAR, EU MAR and any other applicable market
abuse legislation, and the Proceeds of Crime Act 2002 and con rms
that it has and will continue to comply with those obligations;
(dd) the Placee confirms that if it has received any inside
information (as defined in UK MAR and EU MAR) about the Company in
advance of the Placing, it warrants that it has received such
information within the market soundings regime provided for in
Article 11 of UK MAR or EU MAR (as applicable) and associated
delegated legislation and it has not disclosed or dealt on the
basis of that information, or encouraged or induced another person
to so deal, prior to it being publicly available;
(ee) the Placee is not, and is not applying as, nor is it
applying as nominee or agent for, a person which is, or may be,
mentioned in any of sections 67, 70, 93 and 96 of the Finance Act
1986 (depository receipts and clearance services) and that the
Placing Shares are not being acquired in connection with
arrangements to issue depository receipts or to issue or transfer
Placing Shares into a clearing system;
(ff) if the Placee is a resident in the EEA, it is (a) a
"qualified investor" within the meaning of Article 2(e) of the EU
Prospectus Regulation and (b) if the Relevant Member State has
implemented the AIFM Directive, it is a person to whom the Placing
Shares may lawfully be marketed to under the AIFM Directive or
under the applicable implementing legislation (if any) of the
Relevant Member State;
(gg) the Placee has not o ered or sold and will not o er or sell
any Placing Shares to persons in the UK prior to Admission except
to "quali ed investors" within the meaning of Article 2(e) of the
UK Prospectus Regulation;
(hh) if in the UK, the Placee is a "qualified investor" within
the meaning of Article 2(e) of the UK Prospectus Regulation and has
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 fall within
Article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc) of the Order and is a "professional client" or
an "eligible counterparty" within the meaning of Chapter 3 of the
FCA's Conduct of Business Sourcebook and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business and/or a person to
whom the Placing may otherwise be lawfully communicated;
(ii) it and any person acting on its behalf is entitled to
acquire the Placing Shares 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 its 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)) and will honour such obligations;
(jj) where it is acquiring Placing Shares for one or more
managed accounts, represents and warrants that it is authorised in
writing by each managed account: (i) to acquire the Placing Shares
for each managed account; (ii) to make on its behalf the
representations, warranties, acknowledgements, undertakings and
agreements in this Appendix and the announcement of which it forms
part;
(kk) the Placee 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 Placing
Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
(ll) the Placee has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the
Placee in relation to the Placing Shares in, from or otherwise
involving the UK;
(mm) the Bookrunner is not making any recommendation to the
Placee or advising the Placee regarding the suitability or merits
of participation in the Placing or any transaction the Placee may
enter into in connection with the Placing or otherwise. The Placee
is not the Bookrunner's client in connection with the Placing and
the Bookrunner will not be responsible to any Placee for providing
the protections a orded to its clients or providing advice in
relation to the Placing and the Bookrunner will not have any duties
or responsibilities to any Placee similar or comparable to "best
execution" and "suitability" imposed by the Conduct of Business
Sourcebook contained in the rules of the FCA;
(nn) if it is acting as a "distributor" (for the purposes of
MiFID II Product Governance Requirements):
(i) it acknowledges that the Target Market Assessment undertaken
by the Investment Manager and the Bookrunner does not constitute:
(a) an assessment of suitability or appropriateness for the
purposes of UK 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 Placing Shares and each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels;
(ii) notwithstanding any Target Market Assessment undertaken by
the Investment Manager and the Bookrunner, it confirms that, other
than where it is 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 Placing
Shares and that it has considered the compatibility of the
risk/reward profile of such Placing Shares with the end target
market; and
(iii) it acknowledges that the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing 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; and
(oo) the exercise by the Bookrunner of any rights or discretions
under the Placing Agreement shall be within its absolute discretion
and the Bookrunner need not have any reference to any Placee and
shall have no liability to any Placee whatsoever in connection with
any decision to exercise or not to exercise or to waive any such
right and each Placee agrees that it shall have no rights against
the Bookrunner or its directors or employees under the Placing
Agreement;
(pp) the Placee's commitment to acquire Placing Shares on the
terms set out herein will continue notwithstanding any amendment
that may in future be made to the terms of the Placing and that
Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or the
Bookrunner's conduct of the Placing;
(qq) the Placee irrevocably appoints any director of the
Bookrunner as its agent for the purposes of executing and
delivering to the Company and/or the Registrar any documents on its
behalf necessary to enable it to be registered as the holder of any
of the Placing Shares agreed to be taken up by it under the Placing
and otherwise to do all acts, matters and things as may be
necessary for, or incidental to, its acquisition of any Placing
Shares in the event of its failure so to do;
(rr) information provided by it to the Company or the Registrar
will be stored both on the Company's and the Registrar's computer
system and manually. It acknowledges and agrees that for the
purposes of EU General Data Protection Regulation 2016/679 ("EU
GDPR") and/or the EU GDPR as it forms part of domestic law of the
United Kingdom by virtue of the EUWA ("UK GPDR") and the UK Data
Protection Act 2018 (as amended from time to time) (together, the
"DP Legislation"), the Company, the Registrar, the Company's
company secretary and the Bookrunner are each required to specify
the purposes for which they will hold personal data. The Company,
the Registrar and the Bookrunner will only use such information for
the purposes set out below (collectively, the "Purposes"), being
to:
(i) process its personal data as required by or in connection
with the holding of Placing Shares, including processing personal
data in connection with credit and money laundering checks on
it;
(ii) communicate with it as necessary in connection with its
affairs and generally in connection with the holding of Placing
Shares;
(iii) comply with the legal and regulatory obligations of the
Company and/or the Registrar; and
(iv) process its personal data for the Registrar's internal
administration;
(ss) in providing the Registrar with information, each Placee
hereby represents and warrants to the Registrar that it has: (i)
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 any data protection notice which has been
provided by the Company and/or the Registrar; and (ii) where
consent is legally required under applicable DP Legislation, it has
obtained the consent of any data subject to the Registrar and their
respective associates holding and using their personal data for the
Purposes (including, the explicit consent of the data subject for
the processing of any sensitive personal data);
(tt) the Placee acknowledges that any money held in an account
with the Bookrunner on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA. The
Placee further acknowledges that the money will not be subject to
the protections conferred by the client money rules. As a
consequence, this money will not be segregated from the
Bookrunner's money in accordance with the client money rules and
will be used by the Bookrunner in the course of its own business
and the Placee will rank only as a general creditor of the
Bookrunner;
(uu) any of its clients, whether or not identified to the
Bookrunner, will remain its sole responsibility and will not become
clients of the Bookrunner for the purposes of the rules of the FCA
or for the purposes of any other statutory or regulatory
provision;
(vv) the allocation of Placing Shares shall be determined by the
Company, in its absolute discretion (following consultation with
the Bookrunner and the Investment Manager) and that the Company may
scale down any commitments for this purpose on such basis as it may
determine;
(ww) time shall be of the essence as regards its obligations to
settle payment for the Placing Shares and to comply with its other
obligations under the Placing;
(xx) it authorises the Bookrunner to deduct from the total
amount subscribed under the Placing the aggregate commission (if
any) payable on the number of Placing Shares allocated under the
Placing;
(yy) acknowledges that no action has been or will be taken by
any of the Company, the Bookrunner or any person acting on behalf
of the Company or the Bookrunner that would, or is intended to,
permit a public offer of the Placing Shares in any country or
jurisdiction where any such action for that purpose is
required;
(zz) that it is an institution that has knowledge and experience
in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares. It further acknowledges that it is experienced in
investing in securities of this nature and in this sector and is
aware that it may be required to bear, and it, and any accounts for
which it may be acting, are able to bear, the economic risk of, and
is able to sustain, a complete loss in connection with the Placing.
It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved;
(aaa) the Placee will indemnify and hold the Company and the
Bookrunner and their respective A liates 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
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further the Placee agrees that
the provisions of this Appendix will survive after completion of
the Placing. The Company and the Bookrunner will rely upon the
truth and accuracy of each of the foregoing representations,
warranties and undertakings;
(bbb) the Placee will not distribute, forward, transfer,
duplicate or otherwise transmit this Announcement including the
Appendix or any part of it or them, or any other presentational or
other material concerning the Placing (including electronic copies
thereof) to any person and represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise
transmitted any such materials to any person;
(ccc) if it is a pension fund or investment company, its
purchase of Placing Shares is in full compliance with all
applicable laws and regulation;
(ddd) unless the Company expressly consents otherwise in
writing, no portion of the assets used to purchase, and no portion
of the assets used to hold, the Placing 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 ERISA that
is subject to Title I of ERISA; (ii) a "plan" as defined in Section
4975 of the U.S. Tax Code, including an individual retirement
account or other arrangement that is subject to Section 4975 of the
U.S. Tax Code; or (iii) an entity which is deemed to hold the
assets of any of the foregoing types of plans, accounts or
arrangements that is subject to Title I of ERISA or Section 4975 of
the U.S. Tax Code. In addition, if a Placee is a governmental,
church, non-US or other employee benefit plan that is subject to
any federal, state, local or non-US law that is substantially
similar to the provisions of Title I of ERISA or Section 4975 of
the U.S. Tax Code, its purchase, holding, and disposition of the
Placing Shares must not constitute or result in a non-exempt
violation of any such substantially similar law;
(eee) the Company reserves the right to make inquiries of any
holder of the Placing Shares or interests therein at any time as to
such person's status under US federal securities laws and to
require any such person that has not satisfied the Company that
holding by such person will not violate or require registration
under US securities laws to transfer such Placing Shares or
interests in accordance with the Articles of Association; and
(fff) the Company is required to comply with FATCA and agrees to
furnish any information and documents the Company may from time to
time request, including but not limited to information required
under FATCA.
9 SUPPLY OF INFORMATION
If the Bookrunner or the Company or any of their respective
agents request any information about a Placee's agreement to
acquire Placing Shares under the Placing, such Placee must promptly
disclose it to them.
10 MISCELLANEOUS
10.1 The rights and remedies of the Bookrunner, the Company, the
Registrar 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.
10.2 On application, each Placee may be asked to disclose, in
writing or orally to the Bookrunner:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
10.3 All documents will be sent at the Placee's risk. They may
be sent by post to such Placee at an address noti ed to the
Bookrunner. Each Placee agrees to be bound by the Articles of
Association once the Placing Shares which such Placee has agreed to
acquire have been acquired by such Placee. The provisions of this
Appendix may be waived, varied or modi ed as regards speci c
Placees or on a general basis by the Bookrunner. The contract to
acquire Placing Shares and the appointments and authorities
mentioned herein will be governed by, and construed in accordance
with, the laws of England and Wales. For the exclusive bene t of
the Bookrunner, the Company and the Registrar, each Placee
irrevocably submits to the exclusive jurisdiction of the English
courts in respect of these matters. This does not prevent an action
being taken against a Placee in any other jurisdiction. In the case
of a joint agreement to acquire Placing Shares, references to a
"Placee" in these terms and conditions are to each of such Placees
and such joint Placees' liability is joint and several. All times
and dates in this Announcement are subject to amendment and the
Bookrunner and the Company each expressly reserve the right to
modify the Placing (including, without limitation, its timetable
and settlement) at any time before allocations of Placing Shares
under the Placing are determined.
10.4 Solely for the purposes of the product governance
requirements contained within: (a) the UK's implementation of UK
MiFID II; and (b) the UK's implementation of Articles 9 and 10 of
the Commission Delegated Directive (EU) 2017/593 supplementing UK
MiFID II, and in particular Chapter 3 of the Product Intervention
and Product Governance Sourcebook of the FCA (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 Placing Shares have been subject to a product approval process,
which has determined that the Placing 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 defined in UK MiFID II; and (ii) eligible
for distribution through all distribution channels as are permitted
by UK MiFID II (the "Target Market Assessment").
10.5 Notwithstanding the Target Market Assessment, Placees
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing 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 Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Bookrunner will only procure
investors 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 UK 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 Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
10.6 The information contained in this Announcement is given at
the date of its publication (unless otherwise marked) 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.
10.7 Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock
Exchange or applicable law, the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
10.8 Singer Capital Markets Securities Limited (the
"Bookrunner"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and
no-one else in connection with the Placing. The Bookrunner will not
regard any other person as its client in relation to the Placing
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for
providing advice in relation to the Placing, the contents of this
Announcement or any transaction, arrangement or other matter
referred to herein.
10.9 None of the Investment Manager or the Bookrunner, or any of
their respective directors, officers, employees, advisers,
affiliates or agents, 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. Apart from the liabilities and responsibilities, if any,
which may be imposed on the Investment Manager and the Bookrunner
under any regulatory regime, the Investment Manager and the
Bookrunner, and their respective directors, officers, employees,
advisers, affiliates or agents, 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.
10.10 The processing of a Placee's personal data by the Company
will be carried out in compliance with the applicable DP
Legislation and with its Privacy Notice, a copy of which can be
found on the Company's website:
https://www.doretrust.com/privacy-and-cookie-policy. Each Placee
acknowledges that it has read and understood the processing
activities carried out by the Company informed in the referred
Privacy Notice.
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
IOEUWSARAAUKUUR
(END) Dow Jones Newswires
September 29, 2021 02:00 ET (06:00 GMT)
Downing Renewables & Inf... (LSE:DORE)
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