TIDMINPP
RNS Number : 5473D
International Public Partnerships
30 June 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN, OR INTO, THE UNITED STATES , AUSTRALIA , CANADA , JAPAN , SOUTH
AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR
TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY
SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS
IN ANY JURISDICTION.
30 June 2021
Proposed Issue of Equity
The Board of Directors (the "Board") of International Public
Partnerships Limited (the "Company" or "INPP") is pleased to
announce that the Company is intending to raise additional funds
through the issue of ordinary shares of 0.01p each in the capital
of the Company (the "New Ordinary Shares") by way of tap issuance
(the "Issue"). The Issue will be made to qualifying investors
through the Company's corporate broker, Numis Securities Limited
("Numis").
The Board is launching the fund raising in order to repay drawn
facilities and to provide additional resources for the Company's
approved near term transactions.
The Board is proposing to undertake the Issue at an Issue price
per New Ordinary Share of 165p, which represents a premium of 15%
to the 31 December 2020 Company's net asset value ("NAV") less the
2020 second half year dividend of 3.68p.
Following recent investments the Company is currently GBP56
million drawn against its GBP250 million corporate debt facility.
The Company has approved near term transactions with a capital
requirement of c.GBP100 million, which includes the recently
announced investment into Beatrice Offshore Transmission project
("OFTO") .
In addition the Board is preferred bidder on a number of
transactions namely Rampion and East Anglia One OFTOs, which
represent c. GBP135 million of additional investment. The Company
has also identified a range of interesting opportunities beyond
this pipeline.
Given the investment commitments and investment opportunities
noted above and having regard to wider market considerations, the
Company believes that it is appropriate to raise further equity
capital and is currently targeting to raise c. GBP100 million of
additional equity capital (but may consider raising lesser or
additional amounts, at its discretion to cover approved near term
transactions and depending on shareholder demand). The New Ordinary
Shares will, when issued, rank pari passu with the existing
Ordinary Shares.
The Issue is expected to close at 12 noon (London time) on
Thursday 8 July 2021, but may close earlier or later at the
absolute discretion of the Board.
Qualified investors (see definition below) are invited to apply
for New Ordinary Shares by contacting Numis using the contact
details below. By applying to Numis, applicants will be deemed to
have accepted the terms and conditions of the Issue in the Appendix
to this announcement. The decision to allot New Ordinary Shares to
any qualified investor shall be at the absolute discretion of the
Board and Numis. Following the allocation decision, New Ordinary
Shares will be allotted to Numis for onward dealing to successful
applicants.
Management Fee Taper
The Company also advises that it intends that the annual
investment management fee paid to the Investment Adviser, Amber
Fund Management Limited ("Amber"), will include an additional tier,
such that the investment management fee will be reduced from 90bps
to 80bps for fully operational assets on that amount of the
Company's adjusted gross asset value as is in excess of GBP2.75
billion.
Expected Timetable
Fund Raise Opens 30 June 2021
Latest time and date for receipt 12 p.m. on 8 July 2021
of commitments under the Placing
Announcement of results of 5.00 p.m. on 8 July 2021
the Placing
Admission and dealing in New 8.00 a.m. on 13 July 2021
Ordinary Shares on the London
Stock Exchange's Main Market
Certain information contained in this announcement would have
constituted inside information (as defined by Article 7 of
Regulation (EU) No 596/2014) prior to its release as part of this
announcement.
For further information:
Erica Sibree +44 (0)20 7939 0558
Amber Fund Management Limited
Hugh Jonathan +44 (0)20 7260 1263
Numis Securities
Important Notices
This Announcement has been issued by and is the sole
responsibility of the Company.
No representation or warranty express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by either Amber Fund Management Limited or
by Numis or by any of their respective affiliates or agents as to
or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Neither this Announcement nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction.
This Announcement and the information contained herein is not
for publication, release or distribution, directly or indirectly,
in or into the United States, Australia, Canada, Japan or South
Africa, any EEA jurisdiction other than Ireland, Sweden and Denmark
or any jurisdiction in which the same would be unlawful. This
Announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or acquire shares in the capital of
the Company.
The Company is a non-EU and non-UK AIF for the purposes of the
Alternative Investment Fund Managers Directive (including as such
directive has been implemented in the UK, "AIFMD") and has not
applied for permission to market New Ordinary Shares in any
jurisdiction other than the United Kingdom, Ireland, Sweden and
Denmark. Investors will, by applying to acquire New Ordinary
Shares, be deemed to have represented that it is lawful for them to
have made such an application and to hold New Ordinary Shares and
that where required by AIFMD, they have read the information made
available by the Company under Article 23 of AIFMD and, in the UK,
the provisions of FUND 3.2 in the Handbook of Rules and Guidance of
the Financial Conduct Authority (the "FCA") (the "Article 23
Disclosures"). The Article 23 Disclosures can be found on the INPP
website at
www.internationalpublicpartnerships.com/investor-information/other-publications.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting for the Company and
is acting for no-one else in connection with the Issue 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 proposed issue or any other matter referred to
herein. To the fullest extent permitted by law recipients agree
that Numis shall not have any liability (direct or indirect) for or
in connection with this Announcement or any matters arising out of
or in connection herewith. Numis has not authorised the contents
of, or any part of, this document.
This announcement does not constitute a prospectus relating to
the Company and does not constitute, or form part of, any offer or
invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any shares in the Company in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution, form the basis of, or be relied on in connection with
or act as any inducement to enter into, any contract therefor. This
announcement does not contain sufficient information to support an
investment decision and investors should ensure that they obtain
all relevant information before making any investment.
No public offer is being made of New Ordinary Shares. This
announcement is directed in the UK only at persons selected by
Numis who are (i) "qualified investors" as defined in article 2(e)
of the UK version of the Prospectus Regulation ((EU) 2017/1129),
(ii) persons to whom New Ordinary Shares may lawfully be marketed
under the UK's legislation implementing AIFMD, and (iii) either
"investment professionals" falling within article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "FPO") or "high net worth companies, unincorporated
associations etc" falling within article 49(2) of the FPO or to
persons to whom it may otherwise lawfully be communicated under the
FPO (all such persons together being referred to as "relevant
persons"). Only relevant persons in the UK may participate in the
Issue.
The New Ordinary Shares that are the subject of the Issue are
not being offered or sold to any person in the European Economic
Area (EEA), other than to persons who are both (i) "qualified
investors" as defined in article 2(e) of the Prospectus Regulation
((EU) 2017/1129) (the "Prospectus Regulation"), which includes
legal entities which are regulated or entities which are not so
regulated whose corporate purpose is solely to invest in securities
and (ii) persons to whom the New Ordinary Shares may be lawfully
marketed under AIFMD or the applicable implementing legislation (if
any) of the member state of the EEA in which such person is
domiciled or in which such person has a registered office.
The New Ordinary Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act") or with any securities regulatory authority of any
State or other jurisdiction of the United States (as defined
below), and accordingly may not be offered, sold or transferred
within the United States of America, its territories or
possessions, any State of the United States or the District of
Columbia (the United States) except pursuant to an exemption from,
or in a transaction not subject to, registration under the U.S.
Securities Act. The Issue is being made (i) outside the United
States in reliance on the exemption from the registration
requirements of the U.S. Securities Act provided by Regulation S
and (ii) to persons located inside the United States or to U.S.
Persons that are "qualified institutional buyers" (as the term is
defined in Rule 144A under the U.S. Securities Act) that are also
"qualified purchasers" within the meaning of section 2(A)(51) of
the U.S. Investment Company Act in reliance on an exemption from
registration provided by section 4(A)(2) under the U.S. Securities
Act.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940, as amended (the "U.S.
Investment Company Act") and investors will not be entitled to the
benefits of the U.S. Investment Company Act. This Announcement does
not constitute an offer to sell or issue or a solicitation of an
offer to buy or subscribe for New Ordinary Shares in any
jurisdiction including, without limitation, the United States,
Australia, Canada, Japan or South Africa or any other jurisdiction
in which such offer or solicitation is or may be unlawful (an
"Excluded Territory"). This Announcement and the information
contained therein are not for publication or distribution, directly
or indirectly, to persons in an Excluded Territory unless permitted
pursuant to an exemption under the relevant local law or regulation
in any such jurisdiction.
The distribution of this Announcement, and/or the issue of New
Ordinary Shares in certain jurisdictions may be restricted by law
and/or regulation. No action has been taken by the Company, Numis
or any of their respective affiliates as defined in Rule 501(b)
under the U.S. Securities Act (as applicable in the context used,
Affiliates) that would permit an offer of the New Ordinary Shares
or possession or distribution of this Announcement or any other
publicity material relating to the New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any such restrictions.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures,; and/or (d) where
applicable to UK investors or UK firms, the UK version of (a) and
(b) as incorporated into UK law by the European Union (Withdrawal)
Act 2018, as amended and supplemented and including the FCA's
Product Intervention and Governance Sourcebook (PROD) (the "UK
MiFID Laws") ((a) to (d) 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 New Ordinary Shares
have been subject to a product approval process, which has
determined that the New Ordinary Shares are: (i) compatible with an
end target market of professionally advised retail investors who do
not need a guaranteed income or capital protection and investors
who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II or the UK MiFID Laws;
and (ii) eligible for distribution a) if to professionally advised
retail investors, through advised distribution channels only; or b)
through such distribution channels as are appropriate to
professional clients and eligible counterparties, (in each case) as
are permitted by MiFID II or the UK MiFID Laws (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of New Ordinary Shares may
decline and investors could lose all or part of their investment;
the New Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in New Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Issue. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Numis will only contact prospective
applicants for participation in the Issue 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 MiFID II or the UK MiFID Laws (as applicable);
or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to New Ordinary Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the New
Ordinary Shares and determining appropriate distribution
channels.
Appendix
Terms and Conditions of the Issue
1. General
1.1 By participating in the Issue each applicant for New
Ordinary Shares (an "Applicant") is deemed to have read and
understood this Announcement (including this Appendix) in its
entirety and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in this
Appendix.
1.2 Each Applicant which confirms its agreement (whether orally
or in writing) to Numis to acquire New Ordinary Shares under the
Issue will be bound by these terms and conditions and will be
deemed to have accepted them.
1.3 The Company and/or Numis may require any Applicant to agree
to such further terms and/or conditions and/or give such additional
warranties and/or representations as it (in its absolute
discretion) sees fit. In particular, Applicants will be subject to
their usual dealing terms and conditions with Numis (the "Dealing
Terms"). In the event of a conflict between this Appendix and the
Dealing Terms, the provisions of the Dealing Terms will prevail
insofar as they relate to the relationship between Numis and the
Applicant.
2. Agreement to Acquire New Ordinary Shares
2.1 Conditional upon:
(a) Admission occurring and becoming effective by 8.00 a.m. on
13 July 2021 or such later date as the Company and Numis may
agree;
(b) Numis confirming to the Applicants their allocation of the
relevant New Ordinary Shares,
an Applicant agrees to become a member of the Company and agrees
to take those New Ordinary Shares allocated to it by Numis at the
price of 165p per New Ordinary Share (the "Issue Price").
2.2 To the fullest extent permitted by law, each Applicant
acknowledges and agrees that it will not be entitled to exercise
any remedy of rescission at any time. This does not affect any
other rights the Applicant may have.
3. Payment for New Ordinary Shares
Each Applicant must pay the Issue Price for the New Ordinary
Shares issued to or for the benefit of the Applicant in the manner
and by the time directed by Numis. If any Applicant fails to pay as
so directed and/or by the time required, the relevant Applicant's
application for the New Ordinary Shares shall at Numis' discretion
either be accepted or rejected.
4. Participation in, and principal terms of, the Issue
4.1 Prospective Applicants will be identified and contacted by
Numis. Prospective Applicants may also contact Numis.
4.2 The latest time and date for receipt of commitments under
the Issue is 12 noon on 8 July 2021. Numis reserves the right to
bring this date forward, or to extend the timetable at their
discretion (in consultation with the Company).
4.3 Numis will re--contact and confirm orally or in writing to
Applicants the size of their respective allocations and a trade
confirmation will be dispatched as soon as possible thereafter.
Numis' oral confirmation of the size of allocations and each
Applicant's oral commitment to accept the same or such lesser
number as determined in accordance with paragraph 4.4 below will
constitute a legally binding agreement pursuant to which each such
Applicant will be required to accept the number of New Ordinary
Shares allocated to the Applicant at the Issue Price and otherwise
on the terms and subject to the conditions set out in this
Appendix.
4.4 The Company and Numis reserve the right to scale back the
number of New Ordinary Shares to be subscribed by any Applicant in
the event of an oversubscription in the Issue. Numis and the
Company also reserve the right not to accept offers to subscribe
for New Ordinary Shares or to accept such offers in part rather
than in whole. Numis shall be entitled to effect the Issue by such
method as they shall in its sole discretion determine. To the
fullest extent permissible by law, neither Numis nor any holding
company of Numis, nor any subsidiary, branch or affiliate of Numis
(each an "Affiliate") nor any person acting on behalf of any of the
foregoing shall have any liability to Applicants (or to any other
person whether acting on behalf of an Applicant or otherwise). In
particular, neither Numis, nor any Affiliate thereof nor any person
acting on their behalf shall have any liability to Applicants in
respect of their conduct of the Issue. No commissions will be paid
to Applicants or directly by Applicants in respect of the New
Ordinary Shares.
4.5 Each Applicant's obligations will be owed to the Company and
to Numis. Following the oral confirmation referred to above, each
Applicant will have an immediate, separate, irrevocable and binding
obligation, owed to Numis, to pay to Numis (or as Numis may direct)
in cleared funds an amount equal to the product of the Issue Price
and the number of New Ordinary Shares which such Applicant has
agreed to acquire under the Issue. Commitments under the Issue,
once made, cannot be withdrawn without the consent of Numis and the
Company. The Company shall allot New Ordinary Shares to Numis for
onward transmission to each Applicant following Numis' confirmation
of such Applicant's payment to Numis of such amount.
4.6 Each Applicant agrees to indemnify on demand and hold each
of Numis, the Company, Amber and their respective Affiliates
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the acknowledgements, undertakings,
representations, warranties and agreements set forth in these terms
and conditions as supplemented as described in paragraph 1.3.
4.7 By participating in the Issue, each Applicant agrees that
its rights and obligations hereunder terminate only in the
circumstances described above and will not be capable of rescission
or termination by the Applicant.
5. No Prospectus
5.1 The Issue is only available to Relevant Persons that are
identified and contacted by Numis and the New Ordinary Shares will
only be offered in such a way as to not require a prospectus in
Guernsey, the United Kingdom or elsewhere. No offering document or
prospectus has been or will be submitted to be approved by the
Guernsey Financial Services Commission nor the States of Guernsey
Policy Council nor the FCA in relation to the Issue and Applicants'
commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and
information that has been published by the Company in accordance
with the FCA's Disclosure Guidance and Transparency Rules,
Regulation (EU) No 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse (commonly known as the
Market Abuse Regulation) and the Company's pre-investment
disclosure document prepared for the purposes of Article 23 of the
AIFM Directive (collectively "Regulatory Information").
5.2 Each Applicant, by accepting a participation in the Issue,
agrees that the content of this Announcement, including this
Appendix, is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information (other than the Regulatory Information),
representation, warranty, or statement made by or on behalf of the
Company or Numis, Amber or any other person and none of the
Company, Numis, Amber nor any other person will be liable for any
Applicant's decision to participate in the Issue based on any other
information, representation, warranty or statement which the
Applicant may have obtained or received. Each Applicant
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Issue, and confirms that it has
understood the risks of investing in the Company and acquiring New
Ordinary Shares and has read the risk factors detailed in the
Company's latest annual report and financial statements, in the
Company's most recently published prospectus and in the Article 23
pre-investment disclosure document, each of which are available on
the Company's website. Each Applicant also acknowledges that it has
had an opportunity to review and access the information on the
Company's ongoing charges detailed in the Regulatory Information.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
6. Representations and Warranties
By participating in the Issue, each Applicant will (and any
person acting on such Applicant's behalf) be deemed to acknowledge,
agree, represent and warrant to each of the Company, Numis and
Amber that:
6.1 it has read this Announcement, including this Appendix, in
its entirety and acknowledges that its acquisition of New Ordinary
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this Announcement
(including this Appendix);
6.2 no offering document or prospectus has been prepared in
connection with the New Ordinary Shares and represents and warrants
that it has not received a prospectus or other offering document in
connection therewith;
6.3 the Ordinary Shares are listed on the premium listing
segment of the Official List of the Financial Conduct Authority,
and the Company is therefore required to publish Regulatory
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 Applicant 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;
6.4 it is relying solely on this Announcement (including this
Appendix) and the Regulatory Information published by the Company
prior to Admission of the New Ordinary Shares issued pursuant to
the Issue and not on any other information given, or representation
or statement made at any time, by any person concerning the Company
or the Issue;
6.5 the content of this Announcement and the Regulatory
Information is exclusively the responsibility of the Company and
(in respect of the Regulatory 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 Numis or Amber under any regulatory regime, none
of Numis or Amber 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 Regulatory Information nor for any other
statement made or purported to be made by them or on its or their
behalf in connection with the Company, the New Ordinary Shares or
the Issue, including but without limitation the Company's Key
Information Document published in accordance with Regulation (EU)
1286/2014 of the European Parliament and the Council (commonly
known as the "PRIIPs Regulation");
6.6 if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to acquire New
Ordinary Shares under the Issue, it warrants that it has complied
with all such laws, obtained all governmental and other consents
which may be required, complied with all requisite formalities and
paid any issue, transfer or other taxes due in connection with its
application in any territory and that it has not taken any action
or omitted to take any action which will result in the Company,
Numis, Amber or any of their respective Affiliates, officers,
agents or employees acting in breach of the regulatory or legal
requirements, directly or indirectly, of any territory or
jurisdiction outside the United Kingdom in connection with the
Issue;
6.7 it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the New Ordinary Shares and
it is not acting on a non-discretionary basis for any such
person;
6.8 it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account
for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of
the increased rates referred to in section 67, 70, 93 or 96
(depository receipts and clearance services) of the Finance Act
1986;
6.9 it accepts that none of the New Ordinary Shares have been or
will be registered in any jurisdiction other than the United
Kingdom and that the New Ordinary Shares may not be offered, sold
or delivered, directly or indirectly, within any Excluded
Territory;
6.10 if it is applying for New Ordinary Shares in circumstances
under which the laws or regulations of a jurisdiction other than
the United Kingdom would apply, that it is a person to whom the New
Ordinary Shares may be lawfully offered under that other
jurisdiction's laws and regulations;
6.11 it has not been engaged to acquire the New Ordinary Shares
on behalf of any other person who is not a Qualified Investor
unless the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client as described in
section 86(2) of FSMA;
6.12 if it is resident in the UK, it is a qualified investor
within the meaning of Article 2(e) of the UK version of the
Prospectus Regulation and also a person (i) who has professional
experience in matters relating to investments falling with Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); or (ii) falling within Article
49(2)(a) to (d) ("High Net Worth Companies, Unincorporated
Associations, etc") of the Order; or (iii) to whom this
Announcement (including this Appendix) may otherwise be lawfully
communicated;
6.13 if it is a resident in the EEA (which, for the avoidance of
doubt for these purposes includes the UK):
(a) it is a qualified investor within the meaning of Article
2(e) of the Prospectus Regulation (EU 2017/1129) (the "Prospectus
Regulation"); and
(b) that it is a person to whom the New Ordinary Shares may be
lawfully marketed under the AIFM Directive or under the applicable
implementing legislation (if any) of that Relevant Member State;
and
(c) if it is a financial intermediary, as that term is used in
Article 5 of the Prospectus Regulation, that the New Ordinary
Shares purchased by it in the Issue will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a Relevant
Member State other than qualified investors (within the meaning of
Article 2(e) of the Prospectus Regulation), or in circumstances in
which the prior consent of Numis has been given to the offer or
resale;
6.14 if it is outside the United Kingdom, neither this
Announcement (including this Appendix) or any other information of
document issued by or on behalf of or in respect of the Company or
Numis constitutes an invitation, offer or promotion to, or
arrangement with, it or any person whom it is procuring to
subscribe for New Ordinary Shares pursuant to the Issue 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 New Ordinary 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;
6.15 it acknowledges that neither Numis nor any of its
Affiliates nor any person acting on their behalf is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Issue or
providing any advice in relation to the Issue and participation in
the Issue is on the basis that it is not and will not be a client
of Numis or any of its Affiliates and that Numis and its Affiliates
do not have any duties or responsibilities to it for providing the
protections afforded to their respective clients or for providing
advice in relation to the Issue or the Company nor in respect of
any representations, warranties, undertaking or indemnities
contained in these terms and conditions;
6.16 it acknowledges that where it is acquiring New Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account:
(a) to acquire the New Ordinary Shares for each such account;
(b) to make on each such account's behalf the representations,
warranties and agreements set out in this Appendix; and
(c) to receive on behalf of each such account any documentation
relating to the Issue in the form provided by the Company and/or
Numis. It agrees that the provision of this paragraph shall survive
any resale of the New Ordinary Shares by or on behalf of any such
account;
6.17 it accepts that if the Issue does not proceed (for whatever
reason) then none of the Company, Numis, Amber or any of their
Affiliates, nor persons controlling, controlled by or under common
control with any of them nor any of their respective employees,
agents, officers, members, stockholders, partners or
representatives, shall have any liability whatsoever to it or any
other person;
6.18 it acknowledges that any person in Guernsey involved in the
business of the Company who has a suspicion or belief that any
other person (including the Company or any person subscribing for
New Ordinary Shares) is involved in money laundering activities, is
under an obligation to report such suspicion to the Financial
Intelligence Service pursuant to the Terrorism and Crime (Bailiwick
of Guernsey) Law, 2002 (as amended);
6.19 in connection with its participation in the Issue, it has
observed all relevant legislation and regulations, in particular
(but without limitation) those relating to money laundering and
that its application is only made on the basis that it accepts full
responsibility for any requirement to verify the identity of its
clients and other persons in respect of whom it has applied. In
addition, it warrants that it is a person:
(a) subject to the UK Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 (SI
2017/692), as amended, and any other applicable anti-money
laundering guidance, regulations or legislation in force and
applicable in the UK ("Money Laundering Regulations"); or
(b) subject to the EU Directive 2015/849 on the prevention of
the use of the financial system for the purposes of money
laundering or terrorist financing, as amended (the "Money
Laundering Directive"); or
(c) subject to the Criminal Justice (Proceeds of Crime)
(Bailiwick of Guernsey) Law 1999 (as amended), the Handbook for
Financial Services Business on countering financial crime and
terrorist financing (containing rules and guidance) issued by the
Guernsey Financial Services Commission, The Terrorism and Crime
(Bailiwick of Guernsey) Law, 2002 and the Disclosure (Bailiwick of
Guernsey) Law 2007, in each case as amended, supplemented or
replaced from time to time; or
(d) acting in the course of a business in relation to which an
overseas regulatory authority exercises regulatory functions and is
based or incorporated in, or formed under the law of, a country in
which there are in force provisions at least equivalent to those
required by the Money Laundering Directive;
6.20 it agrees that, due to anti-money laundering and the
countering of terrorist financing requirements, Numis and/or the
Company may require proof of identity of the Applicant and related
parties and verification of the source of the payment before the
application can be processed and that, in the event of delay or
failure by the Applicant to produce any information required for
verification purposes, Numis and/or the Company may refuse to
accept the application and the subscription monies relating
thereto. It holds harmless and will indemnify Numis and the Company
against any liability, loss or cost ensuing due to the failure to
process this application, if such information as has been required
has not been provided by it or has not been provided on a timely
basis;
6.21 if it is acting as a "distributor" (for the purposes of the MiFID II Product Governance Requirements):
(a) it acknowledges that the Target Market Assessment in the
Announcement does not constitute:
(i) an assessment of suitability or appropriateness for the purposes of MiFID II; or
(ii) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the New Ordinary Shares, and each distributor is
responsible for undertaking its own target market assessment in
respect of the New Ordinary Shares and determining appropriate
distribution channels;
(b) notwithstanding any Target Market Assessment in the
Announcement, it confirms that 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 New Ordinary Shares and with the end target
market; and
(c) it acknowledges that the price of the New Ordinary Shares
may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the New Ordinary 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;
6.22 the representations, undertakings and warranties contained
in this Appendix are irrevocable. It acknowledges that Numis, the
Company, Amber and their respective Affiliates will rely upon the
truth and accuracy of the foregoing representations and warranties
and it agrees that if any of the representations or warranties made
or deemed to have been made by its subscription of the relevant New
Ordinary Shares are no longer accurate, it shall promptly notify
Numis and the Company in writing;
6.23 where it or any person acting on behalf of it is dealing
with Numis, any money held in an account with Numis on behalf of it
and/or any person acting on behalf of it will not be treated as
client money within the meaning of the relevant rules and
regulations of the Financial Conduct Authority which therefore will
not require Numis to segregate such money, as that money will be
held by Numis under a banking relationship and not as trustee;
6.24 any of its clients, whether or not identified to Numis or
any of its Affiliates or agents, will remain its sole
responsibility and will not become clients of Numis or any of their
Affiliates or agents for the purposes of the rules of the Financial
Conduct Authority or for the purposes of any other statutory or
regulatory provision;
6.25 it accepts that the allocation of New Ordinary Shares shall
be determined by the Company and Numis in their absolute discretion
and that such persons may scale down any Issue commitments for this
purpose on such basis as they may determine;
6.26 time shall be of the essence as regards its obligations to
settle payment for the relevant New Ordinary Shares and to comply
with its other obligations under the Issue; and
6.27 it requests, at its own initiative, that the Company (or
its agents) notifies it of all future opportunities to acquire
securities in the Company and provides it with all available
information in connection therewith.
7. United States Purchase and Transfer Restrictions
By participating in the Issue, each Applicant will (and any
person acting on such Applicant's behalf) be deemed to acknowledge,
agree, represent and warrant to each of the Company, Numis and
Amber that:
7.1 If it is located outside the United States, it is not a U.S.
Person, it is acquiring the New Ordinary Shares in an "offshore
transaction" within the meaning of, and in reliance on, Regulation
S and it is not acquiring the New Ordinary Shares for the account
or benefit of a U.S. Person;
7.2 if it is located inside the United States or is a U.S.
Person, it is a "qualified institutional buyer" (as the term is
defined in Rule 144A under the U.S. Securities Act) that is also a
"qualified purchaser" within the meaning of Section 2(a)(51) of the
U.S. Investment Company Act, and the related rules thereunder and
is acquiring the New Ordinary Shares for its own account or for the
account of one or more "qualified institutional buyers" that are
also "qualified purchasers" for which it is acting as a duly
authorised agent or for a discretionary account with respect to
which it exercises sole investment discretion and not with a view
to any resale, distribution or other disposition of any such
securities in violation of any US federal or state securities
laws;
7.3 it acknowledges that the New Ordinary Shares have not been
and will not be registered under the U.S. Securities Act or with
any securities regulatory authority of any State or other
jurisdiction of the United States and may not be offered or sold in
the United States or to, or for the account or benefit of, U.S.
Persons absent registration, or an exemption from registration,
under the U.S. Securities Act;
7.4 it acknowledges that the Company has not registered under
the U.S. Investment Company Act and that the Company has put in
place restrictions for transactions not involving any public
offering in the United States, and to ensure that the Company is
not and will not be required to register under the U.S. Investment
Company Act;
7.5 it acknowledges that Amber has not registered under the U.S.
Investment Advisers Act of 1940, as amended (the "U.S. Investment
Advisers Act") and that the Company has put in place restrictions
on the sale and transfer of the New Ordinary Shares to ensure that
Amber is not and will not be required to register under the U.S.
Investment Advisers Act;
7.6 no portion of the assets used to purchase, and no portion of
the assets used to hold, the New Ordinary 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 of
the U.S. Employee Retirement Income Security Act of 1974, as
amended ("ERISA") that is subject to Title I of ERISA; (ii) a
"plan" as defined in Section 4975 of the U.S. Internal Revenue Code
of 1986, as amended (the "Code"), including an individual
retirement account or other arrangement that is subject to Section
4975 of the 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 Code. In addition, if an investor is a governmental, church,
non-U.S. or other employee benefit plan that is subject to any
federal, state, local or non-U.S. law that is substantially similar
to the provisions of Title I of ERISA or Section 4975 of the Code,
its purchase, holding, and disposition of the New Ordinary Shares
must not constitute or result in a non-exempt violation of any such
substantially similar law;
7.7 that if any New Ordinary Shares offered and sold pursuant to
Regulation S are issued in certificated form (or if a request to
rematerialize uncertificated New Ordinary Shares into certificated
form), then such certificates evidencing ownership will contain a
legend substantially to the following effect unless otherwise
determined by the Company in accordance with applicable law:
"INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED (THE "COMPANY") HAS
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT
COMPANY ACT OF 1940, AS AMED (THE "U.S. INVESTMENT COMPANY ACT").
IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMED (THE "U.S. SECURITIES ACT"), OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY MAY
NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE U.S. SECURITIES ACT OR
AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT
REQUIRE THE COMPANY TO REGISTER UNDER THE U.S. INVESTMENT COMPANY
ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS."
provided, that if any New Ordinary Shares are being sold
pursuant to paragraph 7.9 below, and if the Company is a "foreign
issuer" within the meaning of Regulation S at the time of sale, any
such legend may be removed upon delivery of the certification
described in paragraph 7.9 below, and provided further, that, if
any New Ordinary Shares are being sold pursuant to paragraph 7.9
below, the legend may be removed by delivery to the Company of an
opinion of counsel of recognised standing in form and substance
reasonably satisfactory to the Company, to the effect that such
legend is no longer required under applicable requirements of the
U.S. Securities Act, the U.S. Investment Company Act or State
securities laws;
7.8 if in the future, the investor decides to offer, sell,
transfer, assign or otherwise dispose of the New Ordinary Shares,
it will do so only in compliance with an exemption from, or in a
transaction not subject to, the registration requirements of the
U.S. Securities Act and under circumstances which will not require
the Company to register under the U.S. Investment Company Act. It
acknowledges that any sale, transfer, assignment, pledge or other
disposal made other than in compliance with such laws and the above
stated restrictions will be subject to the compulsory transfer
provisions as provided in the Company's articles of incorporation
(the "Articles");
7.9 if it is a person described in paragraph 7.2 above and, if
in the future it decides to offer, resell, pledge or otherwise
transfer any of the New Ordinary Shares, it understands and
acknowledges that the Shares are "restricted securities" within the
meaning of Rule 144 under the U.S. Securities Act and such New
Ordinary Shares may be offered, resold, pledged or otherwise
transferred only (i) outside the United States to non-U.S. Persons
in an offshore transaction in accordance with Rule 904 of
Regulation S (including, for example, an ordinary trade over the
London Stock Exchange), provided that the Company is a "foreign
issuer" within the meaning of Regulation S at the time of sale,
upon delivery to the Company of an exit certificate executed by the
transferor in a form reasonably satisfactory to the Company, (ii)
in a transaction that does not require registration under the U.S.
Securities Act or any applicable United States securities laws and
regulations or require the Company to register under the U.S.
Investment Company Act, subject to delivery to the Company of a US
investor representation letter executed by the transferee in a form
reasonably satisfactory to the Company, or (iii) to the
Company;
7.10 it is purchasing the New Ordinary Shares for its own
account or for one or more investment accounts for which it is
acting as a fiduciary or agent, in each case for investment only,
and not with a view to or for sale or other transfer in connection
with any distribution of the New Ordinary Shares in any manner that
would violate the U.S. Securities Act, the U.S. Investment Company
Act or any other applicable securities laws;
7.11 it acknowledges that the Company reserves the right to make
inquiries of any holder of the New Ordinary Shares or interests
therein at any time as to such person's status under the U.S.
federal securities laws and to require any such person that has not
satisfied the Company that holding by such person will not violate
or require registration under the U.S. securities laws to transfer
such New Ordinary Shares or interests in accordance with the
Articles;
7.12 it acknowledges and understands that the Company is
required to comply with the U.S. Foreign Account Tax Compliance Act
("FATCA") and that the Company will follow FATCA's extensive
reporting and withholding requirements from their effective date.
The Applicant agrees to furnish any information and documents the
Company may from time to time request, including but not limited to
information required under FATCA;
7.13 it is entitled to acquire the New Ordinary Shares under the
laws of all relevant jurisdictions which apply to it, it has fully
observed all such laws and obtained all governmental and other
consents which may be required thereunder and complied with all
necessary formalities and it has paid all issue, transfer or other
taxes due in connection with its acceptance in any jurisdiction of
the New Ordinary Shares and that it has not taken any action, or
omitted to take any action, which may result in the Company, Amber
or Numis, or their respective Affiliates, directors, officers,
agents, employees and advisers being in breach of the laws of any
jurisdiction in connection with the Issue or its acceptance of
participation in the Issue;
7.14 it has received, carefully read and understands this
Announcement (including this Appendix), and has not, directly or
indirectly, distributed, forwarded, transferred or otherwise
transmitted this Announcement (including this Appendix) or any
other materials concerning the Company or the New Ordinary Shares
to within the United States or to any U.S. Persons, nor will it do
any of the foregoing; and
7.15 if it is acquiring any New Ordinary Shares as a fiduciary
or agent for one or more accounts, the investor 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. The
Company, Amber, Numis and their respective Affiliates, directors,
officers, agents, employees, advisers and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgments and agreements. If any of the representations,
warranties, acknowledgments or agreements made by the Applicant are
no longer accurate or have not been complied with, the Applicant
will immediately notify the Company in writing.
8. Data Protection
8.1 Each Applicant acknowledges that it has been informed that,
pursuant to applicable data protection legislation (including the
Data Protection Act 2018, the Data Protection (Bailiwick of
Guernsey) Law, 2017 and the General Data Protection Regulation (EU)
2016/679)) and regulatory requirements in Guernsey, the UK and/or
the EEA, as appropriate, in force from time to time (the "Data
Protection Laws") the Company, Numis, the Company's Administrator
and/or the Company's Registrar hold their personal data.
8.2 The Company, Numis, the Administrator and the Registrar will
process such personal data at all times in compliance with Data
Protection Legislation and shall only process such information for
the purposes set out in the Company's privacy notice (the
"Purpose") which is available for consultation on the Company's
website (the "Privacy Notice").
8.3 Any sharing of personal data between parties will be carried
out in compliance with Data Protection Legislation and as set out
in the Company's Privacy Notice.
8.4 In providing the Company, Numis, the Administrator or the
Registrar with personal data, the Applicant hereby represents and
warrants to the Company, Numis, the Administrator and the Registrar
that:
(a) it complies in all material aspects with its data controller
obligations under Data Protection Legislation, and in particular,
it has notified any data subject of the purposes for which personal
data will be used and by which parties it will be used and it has
provided a copy of the Privacy Notice to such relevant data
subjects; and
(b) where consent is legally competent and/or required under
Data Protection Legislation, the Applicant has obtained the consent
of any data subject to the Company, Numis, the Administrator and
the Registrar and their respective affiliates and group companies,
holding and using their personal data for the purposes (including
the explicit consent of the data subjects for the processing of any
sensitive personal data for the purposes).
8.5 Each Applicant acknowledges that by submitting personal data
to the Company, Numis, the Administrator or Registrar (acting for
and on behalf of the Company) where the Applicant is a natural
person, he or she (as the case may be) represents and warrants that
(as applicable) he or she has read and understood the terms of the
Privacy Notice.
8.6 Each Applicant acknowledges that by submitting personal data
to the Company, Numis, the Administrator or the Registrar (acting
for and on behalf of the Company) where the Applicant is not a
natural person, it represents and warrants that:
(a) it has brought the Privacy Notice to the attention of any
underlying data subjects on whose behalf or account the Applicant
may act or whose personal data will be disclosed to the Company as
a result of the Applicant agreeing to subscribe for New Ordinary
Shares under the Issue; and
(b) the Applicant has complied in all other respects with all
applicable Data Protection Legislation in respect of disclosure and
provision of personal data to the Company.
8.7 Where the Applicant acts for or on account of an underlying
data subject or otherwise discloses the personal data of an
underlying data subject, he/she/it shall, in respect of the
personal data it processes in relation to or arising in relation to
the Issue:
(a) comply with all applicable Data Protection Legislation;
(b) take appropriate technical and organisational measures
against unauthorised or unlawful processing of the personal data
and against accidental loss or destruction of, or damage to the
personal data;
(c) if required, agree with the Company, Numis, the
Administrator and the Registrar (as applicable), the
responsibilities of each such entity as regards relevant data
subjects' rights and notice requirements; and
(d) immediately on demand, fully indemnify the Company, Numis,
the Administrator and the Registrar (as applicable) and keep them
fully and effectively indemnified against all costs, demands,
claims, expenses (including legal costs and disbursements on a full
indemnity basis), losses (including indirect losses and loss of
profits, business and reputation), actions, proceedings and
liabilities of whatsoever nature arising from or incurred by the
Company, Numis, the Administrator and/or the Registrar in
connection with any failure by the Applicant to comply with the
provisions set out above.
9. Miscellaneous
9.1 The rights and remedies of Numis, Amber and the Company
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.
9.2 The contract to acquire New Ordinary Shares under the Issue
will be governed by, and construed in accordance with, the laws of
England and Wales. For the exclusive benefit of Numis, Company, and
Amber, each Applicant irrevocably submits to the jurisdiction of
the courts of England and Wales and waives any objection to
proceedings in any such court on the ground of venue or on the
ground that proceedings have been brought in an inconvenient forum.
This does not prevent an action being taken against an Applicant in
any other jurisdiction.
9.3 In the case of a joint agreement to apply for New Ordinary
Shares under the Issue, references to an "Applicant" in these terms
and conditions are to each of the Applicants who are a party to
that joint agreement and their liability is joint and several.
9.4 Numis and the Company expressly reserve the right to modify
the Issue (including, without limitation, the timetable and
settlement) at any time before allocations are determined.
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
IOEUKRNRAUUNUAR
(END) Dow Jones Newswires
June 30, 2021 02:00 ET (06:00 GMT)
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