TIDMPRSR
RNS Number : 1016N
PRS REIT PLC (The)
27 September 2021
THIS ANNOUNCEMENT, INCLUDING THE APPIX HERETO (TOGETHER THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR
TO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED
KINGDOM) OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION,
DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE OR
FORM A PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER TO SELL
OR ISSUE, OR A SOLICITATION OF ANY OFFER TO PURCHASE OR OTHERWISE
ACQUIRE, ANY SECURITIES IN THE PRS REIT PLC OR SECURITIES IN ANY
OTHER ENTITY, 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, ANY CONTRACT OR INVESTMENT DECISION WHATSOEVER,
IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A
RECOMMATION REGARDING ANY SECURITIES.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
27 September 2021
PRSR.L
The PRS REIT plc
("The PRS REIT" or the "Company")
Proposed Equity Raise to raise c.GBP75 million
The PRS REIT, the closed-ended real estate investment trust that
invests in high-quality, new build, family homes for the private
rented sector ("PRS"), announces its intention to conduct a placing
of new ordinary shares
("Placing Shares") at a price of 103 pence per share (the "Placing Price" and the "Placing").
In addition to the Placing, there will be an offer made by the
Company on the PrimaryBid platform of new ordinary shares (the
"PrimaryBid Shares") at the Placing Price (the "PrimaryBid Offer"),
which will provide retail investors with an opportunity to
participate in the equity raise (together with the Placing, the
"Issue"). A separate announcement will be made shortly regarding
the PrimaryBid Offer and its terms. The PrimaryBid Offer is
conditional on the Placing, but the Placing is not conditional on
the PrimaryBid Offer.
It is the intention that 72,815,533 new ordinary shares in the
Company (the "New Ordinary Shares") will be issued under the
Placing and the PrimaryBid Offer at the Placing Price, raising
gross proceeds of approximately GBP75 million.(1)
Highlights
-- 72,815,533 New Ordinary Shares available under the Issue at
103 pence per New Ordinary Share representing approximately 14.7
per cent. of the Company's issued share capital as at 24 September
2021, to be issued pursuant to shareholder authority granted at the
annual general meeting of the Company held on 10 December 2020 (the
"2020 AGM") ;
-- Placing price of 103 pence represents:
o the same price as the Company's closing share price of 103
pence per ordinary share on 24 September 2021 (being the last
business day prior to this announcement), and a discount of 6.79
per cent. to the Company's closing share price of 110.5 pence per
ordinary share on 17 September 2021 (being the last business day
prior to the announcement that the Company was exploring raising
additional capital)
o a 4.2 per cent. premium to the unaudited adjusted net asset
value as at 30 June 2021 of 98.9 pence per share. The adjusted NAV
per share represents the unaudited NAV per share of 99.0 pence per
share as at 30 June 2021 adjusted for the following:
-- 1.0 pence per share in respect of the interim quarterly
dividend for the fourth quarter, which was declared on 2 August
2021 payable to shareholders on the register at the close of
business on 13 August 2021 and paid on 3 September 2021
-- 0.85 pence per share of unaudited, estimated earnings per
share accrued during the period to 27 September 2021
-- The net proceeds of the Issue are intended to be used to
acquire pipeline assets identified by the Investment Adviser. The
pipeline comprises six sites, with the potential for 670 new homes
providing a total ERV of c.GBP6.5m per annum
-- Admission of the Placing Shares and the PrimaryBid Shares to
the premium listing segment of the Official List and to trading on
London Stock Exchange's main market ("Admission") is expected to
occur on or around 4 October 2021
(1) The Directors reserve the right, in conjunction with the
Joint Bookrunners and the Investment Adviser to increase the size
of the Issue up to a maximum of 99,055,600 New Ordinary Shares if
overall demand exceeds
72,815,533 New Ordinary Shares.
Background to the Placing and the PrimaryBid Offer and Use of
Proceeds
As stated in the Company's recent trading update announcement,
construction activity continues to progress well, with 243 new
homes added to the portfolio between the end of the financial year
ended 30 June 2021 and 31 August 2021. This takes the total
portfolio to 4,227 completed homes with an ERV of GBP40.3m as at 31
August 2021, with a further 828 homes contracted and at varying
stages of the construction process.
Of the 4,227 homes completed, 4,081 (97%) were occupied at 31
August 2021, with a further 80 homes reserved for qualified
applicants with rental deposits paid. Demand is high and rent
collection in July and August remained strong, with 98% of rent
collected (as a percentage of rent invoiced in the period). Total
arrears remain very low at GBP0.4m as at 3 September 2021.
The Company is now approaching its initial target of creating a
portfolio of c.5,200 homes with an ERV of around GBP50.0m per
annum(2) , which will be delivered utilising the Company's existing
resources, from a combination of its existing contracted sites and
developments in the Investment Adviser's pipeline.
In addition to these, the Investment Adviser has identified a
pipeline of six additional sites, with the potential for 670 new
homes with a total ERV of c.GBP6.5m per annum. Three of these six
sites (providing 383 homes at a total gross development cost
("GDC") of c.GBP58.7m) are available for immediate acquisition and
construction commencement, with pricing agreed. Three further sites
(representing 287 homes with a GDC of c.GBP43.8m) are scheduled to
be available for acquisition within the next six months. As with
all the Group's sites, these opportunities will be developed under
fixed-price design and build contracts.
The Company expects the net proceeds of the Issue to be deployed
promptly after receipt of funds, with first income on completion of
initial new homes commencing from the end of February 2022, and
practical completion achieved across all sites before the end of
the 2024 financial year. The underlying transactions are also
expected to be accretive to earnings per share on an IFRS basis
from the first full financial year after the Issue and accretive to
earnings per share on an EPRA basis from the second full financial
year after the Issue.
(2) This is a target only and there can be no assurance that the
target can or will be met and should not be taken as an indication
of the Company's expected or actual future results. Accordingly,
potential investors should not place any reliance on this target in
deciding whether or not to invest in the Company or assume that the
Company will make any distributions at all and should decide for
themselves whether or not the target dividend yield is reasonable
or achievable.
Further information on the Issue
The Company is proposing to raise gross proceeds of
approximately GBP75 million through the Placing and the PrimaryBid
Offer with new and existing investors at the Placing Price.
It is the intention that approximately 72,815,533 New Ordinary
Shares will be issued under the Issue at the Placing Price
representing approximately 14.7 per cent. of the Company's issued
share capital as at 24 September 2021 to be issued pursuant to
shareholder authority granted at the 2020 AGM .
Singer Capital Markets and Panmure Gordon as placing agents of
the Company (the "Joint Bookrunners") have agreed to use their
reasonable endeavours to place the Placing Shares with
institutional investors at the Placing Price. The Directors reserve
the right, in conjunction with the Joint Bookrunners and the
Investment Adviser, to increase the size of the Placing up to a
maximum of 99,055,600 New Ordinary Shares if overall demand exceeds
72,815,533 New Ordinary Shares .
The Placing will be non pre-emptive and 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 12.00 p.m. on 29 September 2021. The Joint Bookrunners, in
consultation with the Company, reserve the right to close the
bookbuilding process earlier or later at their discretion.
Details of the number of Placing Shares and the approximate
gross proceeds of the Issue will be announced as soon as
practicable after the closing of the Placing.
The Placing is not being underwritten.
The Placing is conditional, inter alia, upon Admission of the
Placing Shares. It is expected that Admission of the Placing Shares
and the PrimaryBid Shares will occur on or around 8.00 a.m. on 4
October 2021.
The New Ordinary Shares issued pursuant to the Placing and the
PrimaryBid Offer will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing ordinary
shares including the right to receive all dividends and other
distributions declared, made or paid after their date of issue.
Expected Timetable
Placing opens 27 September 2021
Launch of PrimaryBid retail offer 27 September 2021
PrimaryBid Offer closes 5.00 p.m. on 28 September
2021
Placing closes 12.00 p.m. on 29 September
2021
Result of Issue announced By 30 September 2021
Admission of New Ordinary Shares 4 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.
- Ends -
For further information, please contact:
The PRS REIT plc Tel: 020 3178 6378
Steve Smith, Non-executive Chairman (c/o KTZ Communications)
Sigma PRS Management Limited Tel: 0333 999 9926
Graham Barnet, Mike McGill
Singer Capital Markets Securities Limited Tel: 020 7496 3000
James Maxwell, Hannah Woodley, Asha Chotai
(Investment Banking)
Alan Geeves, James Waterlow, Sam Greatrex
(Sales)
Panmure Gordon (UK) Limited Tel: 020 7886 2500
Chloe Ponsonby (Corporate Broking), Alex Collins
(Corporate Finance)
Tom Scrivens (Sales)
G10 Capital Limited (part of the IQEQ Group Tel: 020 3745 2826
as AIFM)
Paul Turner
KTZ Communications Tel: 020 3178 6378
Katie Tzouliadis, Dan Mahoney
NOTES TO EDITORS
About The PRS REIT plc
www.theprsreit.com
The PRS REIT plc is a closed-ended real estate investment trust
established to invest in the Private Rented Sector and to provide
shareholders with an attractive level of income together with the
potential for capital and income growth. The Company is investing
GBP0.9bn in a portfolio of high quality homes for private rental
across the regions, having raised a total of GBP0.5bn (gross)
through its Initial Public Offering, on 31 May 2017, and a
subsequent placing in February 2018. Both fundraisings were
supported by the UK Government's Homes England with direct
investments. On 2 March 2021, the Company transferred its entire
issued share capital to the premium listing segment of the Official
List of the FCA and to the London Stock Exchange's premium segment
of the Main Market. On 16 July 2021, the Company announced the
completion of the 4,000(th) new rental home for its portfolio,
which the Company believes is the largest build-to-rent single
family rental portfolio in the UK.
LEI: 21380037Q91HU97WZX58
About Sigma Capital Group plc
www.sigmacapital.co.uk
Sigma Capital Group plc ("Sigma") is a PRS, residential
development, and urban regeneration specialist, with offices in
Edinburgh, Manchester and London. Sigma's principal focus is on the
delivery of large scale housing schemes for the private rented
sector. The Company has a well-established track record in
assisting with property related regeneration projects in the public
sector, acting as a bridge between the public and private
sectors.
Sigma has created an unrivalled property platform, which sources
sites and brings together construction resource to develop them,
enabling Sigma to deliver an integrated solution to partners. As
well as sourcing sites and managing all stages of the planning and
development process, Sigma also manages the rental of completed
homes through its award winning rental brand 'Simple Life'. The
Company's subsidiary, Sigma PRS Management Limited, is Investment
Adviser to The PRS REIT plc.
About Sigma PRS Management Limited
Sigma PRS Management Limited is a wholly-owned subsidiary of
Sigma Capital Group plc and is Investment Adviser to The PRS REIT
plc. It sources investments and operationally manages the assets of
The PRS REIT plc and advises the Alternative Investment Fund
Manager ("AIFM") and The PRS REIT plc on a day-to-day basis in
accordance with The PRS REIT plc's Investment Policy. The AIFM is
G10 Capital Limited. Sigma PRS Management Ltd is an appointed
representative of G10 Capital Limited, which is authorised and
regulated by the Financial Conduct Authority (FRN:648953).
Important Information
The information contained within this announcement is deemed by
the Company to constitute inside information for the purpose of the
UK version Market Abuse Regulation (EU) No. 596/2014 which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended. Upon the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to
be in the public domain.
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.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The New Ordinary Shares have not been and will not
be registered under the US Securities Act of 1933, as amended (the
"Securities Act") or under any securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, within the United States except
pursuant to an applicable exemption from or in a transaction not
subject to the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public
offer of the New Ordinary Shares in the United States.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, any securities in any jurisdiction. No
offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for, any securities will be
made in any jurisdiction in which such an offer or solicitation is
unlawful. The information contained in this announcement is not for
release, publication or distribution to persons in the United
States, Canada, Australia, the Republic of South Africa, New
Zealand or Japan, and should not be distributed, forwarded to or
transmitted in or into any jurisdiction, where to do so might
constitute a violation of local securities laws or regulations.
This announcement has been prepared on the basis that all offers
of the New Ordinary Shares will be made pursuant to any exemption
under Regulation (EU) 2017/2019 (the "EU Prospectus Regulation) or
the the UK version of the EU Prospectus Regulation which is part of
UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the "UK Prospectus Regulation") from the requirement to
produce a prospectus for offers of New Ordinary Shares.
Accordingly, any person making or intending to make any offer
within the UK or the EEA of or for ordinary shares in the capital
of the Company which are not the subject of the Placing
contemplated in this announcement should only do so in
circumstances in which no obligation arises for the Company or the
Joint Bookrunners to produce a prospectus. Neither the Company nor
the Joint Bookrunner has authorised, nor do they authorise, the
making of any offer of ordinary shares through any financial
intermediary, other than offers made by Joint Bookrunners which
constitute the final placement of the New Ordinary Shares
contemplated in this announcement.
In the case of any New Ordinary Shares being offered to a
financial intermediary as that term is used in Article 5(1) of the
UK Prospectus Regulation, such financial intermediary will also be
deemed to have represented, acknowledged and agreed that the New
Ordinary Shares acquired by it in the Placing have not been
acquired on a non-discretionary basis on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of any New Ordinary
Shares to the public other than their offer or resale in the UK or
a relevant member state to qualified investors within the meaning
of Article 2(e) of the UK Prospectus Regulation or Article 2(e) of
the EU Prospectus Regulation (as applicable) or in circumstances in
which the prior consent of the Company or the Joint Bookrunners has
been obtained to each such proposed offer or resale. Each of the
Company and the Joint Bookrunners and their respective affiliates
will rely on the truth and accuracy of the foregoing
representation, acknowledgement and agreement.
The content of this announcement has been prepared by, and is
the sole responsibility of, The PRS REIT PLC.
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.
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.
Singer Capital Markets Securities Limited, 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. Singer Capital Markets 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.
Panmure Gordon (UK) Limited, 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. Panmure
Gordon 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.
None of the Investment Adviser nor the Joint Bookrunners, 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. The Investment Adviser and the Joint Bookrunners, 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.
DATA PROTECTION
The processing of a Placee's personal data by the Company will
be carried out in compliance with the applicable data protection
legislation and with its Privacy Notice, a copy of which can be
found on the Company's website
https://www.theprsreit.com/privacy-policy/.
Each Placee acknowledges that it has read and understood the
processing activities carried out by the Company as informed in the
referred Privacy Notice.
Appendix - Terms and Conditions of the Placing
INTRODUCTION
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION IN
IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S.
PERSONS OR, IN OR INTO THE UNITED STATES, THE RESTRICTED
TERRITORIES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO
TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX)
AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE
19(5) OF THE ORDER, FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER;
OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
AND (II) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY"
WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS
SOURCEBOOK; (B) IN THE NETHERLANDS, QUALIFIED INVESTORS; AND (C)
OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS" AND EACH
BEING A "RELEVANT PERSON"). THIS ANNOUNCEMENT (INCLUDING THIS
APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
THIS APPIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. 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, 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, INCLUDING THIS APPIX, 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 "SECURITIES ACT"), AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF THE PLACING SHARES IN THE COMPANY 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.
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 and these
terms and conditions in its entirety and to be making such offer on
the terms and conditions and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person 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 (i) the Placing Shares acquired by it have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in the UK or The
Netherlands other than Qualified Investors or in circumstances in
which the prior consent of the Joint Bookrunners has been given to
the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in the UK or The Netherlands
other than Qualified Investors, the offer of those Placing Shares
to it is not treated as having been made to such persons;
and/or
3. (i) (1) it is not a U.S. Person, (2) it is not located in the
United States, and (3) 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; and /or
4. it has the authority to make and does make the
representations, warranties, indemnities, acknowledgements and
agreements contained in this announcement and it understands (or,
if acting for the account of another person, such person
understands) the resale and transfer restrictions set out in this
Appendix.
The Company, the Investment Adviser and the Joint Bookrunners
will rely upon the truth and accuracy of the foregoing
representations, acknowledgements and agreements. Neither of the
Joint Bookrunners makes any representation to any Placee regarding
an investment in the Placing Shares referred to in this
announcement (including this Appendix).
This announcement (including this Appendix) 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 (including
this Appendix) and the information contained herein is not for
publication or distribution, directly or indirectly, to persons in
the United States, the Restricted Territories or in any
jurisdiction in which such publication or distribution is unlawful.
Persons who come into possession of this announcement 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
United States or elsewhere.
In particular, the Placing Shares referred to in this
announcement have not been and will not be registered under the
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 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. 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 Securities Act.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of any of the Restricted Territories. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the Restricted
Territories or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
NOTICE 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"); and (b) the UK's
implementation of Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II and in particular
Chapter 3 of the PROD Sourcebook (together, the "Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the 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 MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). 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 Joint Bookrunners 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 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.
DEFINITIONS
For the purposes of this Appendix:
"Admission" means admission of the New Ordinary Shares (i) to
the premium segment of the Official List in accordance with the
Listing Rules, and (ii) to trading on the premium segment of the
London Stock Exchange's main market in accordance with the
Admission and Disclosure Standards.
"Affiliates" means an affiliate of, or person affiliated with, a
specified person; a person that directly, or indirectly through one
or more intermediaries, controls or is controlled by, or is under
common control with, the person specified.
"Articles of Association" means the articles of association of
the Company.
"Contract Note" or "Placing Confirmation" means the contract
note or placing confirmation confirming the number of Placing
Shares such Placee has agreed to acquire, the aggregate amount that
such Placee will be required to pay for such Placing Shares and
settlement instructions to pay the Joint Bookrunners as agent for
the Company.
"CREST" means the computerised settlement system to facilitate
the transfer of title to shares in uncertificated form operated by
Euroclear.
"EEA" means the European Economic Area being the countries
included as such in the Agreement on European Economic Area, dated
1 January 1994, among Iceland, Liechtenstein, Norway, the European
Community and the Member States, as may be modified, supplemented
or replaced.
"EEA AIFM Directive" Directive 2011/61/EU of the European
Parliament and of the Council of 8 June 2011 on Alternative
Investment Fund Managers, the Commission Delegated Regulation (EU)
No. 231/2013 and any transposing legislation incorporating the same
into the local law of a member state of the European Economic Area,
all as may be amended or supplemented from time to time.
"EUWA" means the European Union (Withdrawal) Act 2018, as
amended.
"FCA" means the UK Financial Conduct Authority.
"FSMA" means the Financial Services and Markets Act 2000, as
amended, including any regulations made pursuant thereto.
"Investment Adviser" means Sigma PRS Management Limited, the
wholly-owned subsidiary of Sigma Capital Group plc.
"Issue" means the Placing and the PrimaryBid Offer.
"Joint Bookrunners" means Singer Capital Markets and Panmure
Gordon, each being a "Joint Bookrunner".
"London Stock Exchange" means the London Stock Exchange Plc.
"Market Abuse Regulation" or "MAR" means the UK version of the
Market Abuse Regulation (Regulation (EU) 596/2014), together with
all delegated regulations and implementing regulations made
thereunder, which form part of UK law by virtue of the EUWA, and
any legislation made in the United Kingdom in connection with the
entry into force of such regulations.
"Member State" means a sovereign state which is a member of the
European Union.
"New Ordinary Shares" means the new Ordinary Shares to be issued
by the Company pursuant to the Issue.
"Official List" means the official list of the FCA.
"Order" means the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended.
"Ordinary Shares" means the ordinary shares of GBP0.01 each in
the capital of the Company, having such rights and being subject to
restrictions as are contained in the Articles of Association..
"Panmure Gordon" means Panmure Gordon (UK) Limited, acting as
the Company's joint bookrunner in relation to the Placing.
"Placee" means a Relevant Person (including individuals, funds
or otherwise) by whom or on whose behalf a commitment to subscribe
for New Ordinary Shares has been given.
"Placing Agreement" means the Placing Agreement dated on or
around the date of this announcement between the Company, the
Investment Adviser, Singer Capital Markets and Panmure Gordon
relating to the Placing.
"Placing Price" means 103 pence per ordinary share issued
pursuant to the Placing and Primary Bid Offer.
"Placing Shares" means the New Ordinary Shares which are
proposed to be placed in accordance with the terms of the
Placing.
"PrimaryBid" means PrimaryBid Limited with registered number
08092575 and having its registered office at 21 Albemarle Street,
London, W1S 4BS
"PrimaryBid Offer" means the separate offer by the Company
(through the PrimaryBid platform) for retail investors of
PrimaryBid Shares (anticipated to be announced shortly following
the release of this announcement).
"PrimaryBid Shares" means any New Ordinary Shares to be issued
by the Company under the terms of the PrimaryBid Offer.
"Prospectus Regulation Rules" means the prospectus regulation
rules issued by the FCA under Part VI of the FSMA.
"Regulation S" means Regulation S under the Securities Act, as
amended.
"Regulatory Information Service" means a regulatory information
service that is approved by the FCA as meeting the FCA's Primary
Information Provider criteria and that is on the list of Regulatory
Information Services maintained by the FCA.
"Relevant Person" has the meaning given to it in the
disclaimer.
"Restricted Territory" means the United States, Australia,
Canada, the Republic of South Africa and Japan and any jurisdiction
where the extension or availability of the Placing (and any other
transaction contemplated thereby) would breach any applicable laws
or regulations, and "Restricted Territories" shall mean any of
them.
"Securities Act" means the U.S. Securities Act of 1933, as
amended.
"Singer Capital Markets" means Singer Capital Markets Securities
Limited, acting as the Company's joint bookrunner in relation to
the Placing.
"U.S." or "United States" means the United States of America,
its states, territories and possessions, including the District of
Columbia.
"U.S. Investment Company Act" means the U.S. Investment Company
Act of 1940, as amended.
"U.S. Person" has the meaning given in Regulation S.
DETAILS OF THE PLACING
Each of the Joint Bookrunners have entered into a Placing
Agreement with the Company and the Investment Adviser under which
the Joint Bookrunners have, on the terms and subject to the
conditions set out therein, undertaken to use their reasonable
endeavours to procure, as agents for the Company, subscribers for
the Placing Shares at the Placing Price. The Placing Agreement
contains customary warranties given by the Company and the
Investment Adviser to the Joint Bookrunners as to matters relating
to the Company and its business.
The Company (after consultation with the Joint Bookrunners and
the Investment Adviser) reserves the right to scale back the number
of Placing Shares to be subscribed by any Placee in the event of
applications in excess of the target amount under the Placing. The
Company and the Joint Bookrunners also reserve the right not to
accept offers to subscribe for Placing Shares or to accept such
offer in part rather than in whole.
Each Placee's obligations will be owed to the Company and to the
Joint Bookrunners. Following the confirmation referred to below in
the paragraph entitled "Participation in, and principal terms of,
the Placing", each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Joint Bookrunners,
to pay to the Joint Bookrunners (or as the Joint Bookrunners may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares which such Placees
has agreed to acquire.
Each Placee agrees to indemnify on demand and hold each of the
Joint Bookrunners, the Company and the Investment Adviser and their
respective Affiliates harmless from any all costs, claims,
liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the
acknowledgments, undertakings, representations, warranties and
agreements set forth in these terms and conditions and any Contract
Note or Placing Confirmation.
The Placing is also conditional upon the Placing Agreement
becoming unconditional and the Placing Agreement not being
terminated in accordance with its terms. Further details of
conditions in relation to the Placing are set out below in the
paragraph entitled "Conditions of the Placing".
A Placee agrees to become a member of the Company and agrees to
subscribe for those Placing Shares allocated to it by the Joint
Bookrunners at the Placing Price, conditional on: (i) Admission
occurring and becoming effective by 8.00 a.m. on 4 October 2021 (or
such later time and/or date, not being later than 5.00 p.m. on 31
October 2021, as the Company, the AIFM and the Joint Bookrunners
may agree); (ii) the Placing Agreement becoming otherwise
unconditional in all respects and not having been terminated in
accordance with its terms on or before the date of Admission; and
(iii) the Joint Bookrunners confirming to the Placees their
allocation of Placing Shares.
To the fullest extent permitted by law, each Placee acknowledges
and agrees that it will not be entitled to exercise any remedy of
rescission at any time. This does not affect any other rights the
Placee may have.
In addition to the Placing, the Company intends to make an offer
on the PrimaryBid platform of PrimaryBid Shares at the Placing
Price. The PrimaryBid Offer is conditional on the Placing but the
Placing is not conditional on the PrimaryBid Offer. The Joint
Bookrunners are acting as placing agents only in connection with
the Placing and are not acting for any person, including the
Company, in respect of the PrimaryBid Offer. Neither of the Joint
Bookrunners or any of their respective Affiliates will have any
liability (subject to applicable legislation and regulations) to
any person in respect of the PrimaryBid Offer.
APPLICATION FOR ADMISSION TO TRADING
Application will be made to the FCA and the London Stock
Exchange for Admission. It is expected that settlement of any such
Placing Shares and Admission will become effective on or around
8.00 a.m. on 4 October 2021 and that dealings in the Placing Shares
will commence at that time.
PAYMENT FOR SHARES
Each Placee has a separate, irrevocable, and binding obligation
to pay the Placing Price in cleared funds for the number of Placing
Shares duly allocated to the Placee under the Placing in the manner
and by the time directed by the Joint Bookrunners. If any Placee
fails to pay as so directed and/or by the time directed, the
relevant Placee's application for Placing Shares shall at each
Joint Bookrunner's discretion either be rejected or accepted in
which case the paragraph below entitled "Registration and
Settlement" shall apply to such application.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
The Joint Bookrunners (whether through themselves or any of
their Affiliates) are arranging the Placing as placing agents of
the Company for the purpose of using reasonable endeavours to
procure Placees at the Placing Price for the Placing Shares.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by the Joint
Bookrunners. The Joint Bookrunners and their affiliates may
participate in the Placing as principal.
By participating in the Placing, Placees will be deemed to have
read and understood this announcement, including this Appendix, in
its entirety and to be participating and making an offer for
Placing Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, agreements and
undertakings contained in this Appendix.
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing.
The number of Placing Shares to be issued and the extent of each
Placee's participation in the Placing (which will not necessarily
be the same for each Placee) will be agreed between the Joint
Bookrunners (following consultation with the Company and the
Investment Adviser) following completion of the Placing. No element
of the Placing will be underwritten. The number of Placing Shares
will be announced on a Regulatory Information Service following
completion of the Placing.
Each Placee's allocation will be confirmed to Placees orally, or
by email, by the relevant Joint Bookrunner, and a Contract Note or
Placing Confirmation will be dispatched as soon as possible
thereafter. The oral or email confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of the
Joint Bookrunners and the Company, under which it agrees to acquire
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.
No commissions will be paid to Placees or by Placees in respect
of any Placing Shares.
Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
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 the paragraph
entitled "Registration and Settlement".
All obligations under the Placing will be subject to fulfilment
or (where applicable) waiver of, amongst other things, the
conditions referred to below and to the Placing not being
terminated on the basis referred to below.
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.
To the fullest extent permissible by law, none of the Company,
the Joint Bookrunners or any of their respective Affiliates shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise under these terms and
conditions). In particular, none of the Company, the Joint
Bookrunners or any of their respective Affiliates shall have any
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunners' conduct of
the Placing. Each Placee acknowledges and agrees that the Company
is responsible for the issue of the Placing Shares to the Placees
and the Joint Bookrunners shall have no liability to the Placees
for the failure of the Company to fulfil those obligations.
CONDITIONS OF THE PLACING
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms on or before 8;00 a.m. on the date of Admission.
The Joint Bookrunners' obligations under the Placing Agreement
in respect of the Placing Shares are conditional on, amongst other
things:
1. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement; and
2. Admission occurring and becoming effective by 8.00 a.m. on 4
October 2021 (or such later time and/or date as the Company and the
Joint Bookrunners may agree in writing, in any event being not
later than 5.00 p.m. on 31 October 2021);
If (a) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
the Joint Bookrunners by the respective time or date where
specified (or such later time or date as the Company and the Joint
Bookrunners may agree in writing, not being later than 5.00 p.m. on
31 October 2021 (the "Long Stop Date")); or (b) the Placing
Agreement is terminated as described below, the Placing in relation
to the Placing Shares will lapse and the Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
Subject to certain exceptions the Joint Bookrunners may, at
their absolute discretion and upon such terms as they think fit,
waive, or extend the period (up to the Long Stop Date) for,
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
Agreement. Any such extension or waiver will not affect Placees'
commitments as set out in this announcement.
Neither of the Joint Bookrunners nor the Company 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 they
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the Placing nor for
any decision they may make as to the satisfaction of any condition
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 Joint Bookrunners.
RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
A Joint Bookrunner is entitled, at any time before Admission, to
terminate the Placing Agreement by giving notice to the Company in
certain circumstances, including, amongst other things:
1. the Company has failed to comply with any of its obligations
under the Placing Agreement which is material (in the opinion of a
Joint Bookrunner acting in good faith) in the context of the Issue
and/or Admission; or
2. any of the warranties given by the Company to the Joint
Bookrunners under the Placing Agreement not being true or accurate
or being misleading when given or deemed given or repeated or
deemed repeated (by reference to the facts and circumstances in
each case then existing) in a respect which is material ( in the
opinion of a Joint Bookrunner acting in good faith) in the context
of the Issue and/or Admission.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by a Joint Bookrunner of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of such Joint Bookrunner, and that it need not
make any reference to Placees and that it shall have no liability
to Placees whatsoever in connection with any such exercise or
decision not to exercise. Placees will have no rights against the
Joint Bookrunners, the Company or any of their respective directors
or employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended).
NO PROSPECTUS
The Placing Shares are being offered to Relevant Persons only
and will not be offered in such a way as to require a prospectus in
the United Kingdom or elsewhere. No offering document or prospectus
has been or will be submitted to be approved by the FCA in relation
to the Issue (including the Placing) and Placees' commitments will
be made solely on the basis of the information contained in this
announcement (including this Appendix) and certain business and
financial information the Company is required to publish in
accordance with the rules and practices of the FCA (collectively
"Exchange Information").
Each Placee, by accepting a participation in the Placing, agrees
that the content of this announcement, including this Appendix, is
exclusively the responsibility of the Company and confirms that it
has not relied on any other information (other than the Exchange
Information), representation, warranty, or statement made by or on
behalf of the Company or a Joint Bookrunner or any other person and
neither of the Joint Bookrunners nor the Company nor the AIFM nor
any other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Each Placee should not consider any information in this
announcement to be legal, tax or business advice. Each Placee
should consult its own legal adviser, tax adviser and business
adviser for legal, tax and business advice regarding an investment
in the New Ordinary Shares. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Placing Shares (ISIN:
GB00BF01NH51) following Admission will take place within CREST
provided that, subject to certain exceptions, the Joint Bookrunners
and the Company reserve the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees
by such other means that they deem necessary if delivery or
settlement is not possible or practicable within CREST within the
timetable set out in this announcement or would not be consistent
with the regulatory requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a Contract Note or Placing Confirmation stating the number of
Placing Shares allocated to it at the Placing Price, the aggregate
amount owed by such Placee to the relevant Joint Bookrunner (as
agent for the Company) and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the CREST or
certificated settlement instructions that it has in place with the
relevant Joint Bookrunner. In the event of any failure by a Placee
to pay as so directed and/or by the time required by the Joint
Bookrunners, as applicable, the relevant Placee shall be deemed
hereby to have irrevocably and unconditionally appointed the Joint
Bookrunners, or any nominee of the Joint Bookrunners as its agent
to use their reasonable endeavours to sell (in one or more
transactions) any or all of the Placing Shares in respect of which
payment shall not have been made as directed, and to indemnify the
relevant Joint Bookrunner and its respective affiliates on demand
in respect of any liability for stamp duty and/or stamp duty
reserve tax or any other liability whatsoever arising in respect of
any such sale or sales.
A sale of all or any of such Placing Shares shall not release
the relevant Placee from the obligation to make such payment for
the relevant Placing Shares to the extent that the Joint Bookrunner
or its nominee has failed to sell the Placing Shares at a
consideration which, after deduction of the expenses of such sale
and payment of stamp duty and/or stamp duty reserve tax as
aforementioned, is equal to or exceeds the Placing Price.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to each of the Company, the
Investment Adviser, the Registrar and the Joint Bookrunners, namely
that, each Placee (and any person acting on such Placee's
behalf):
1. represents and warrants that it has read and understood this
announcement, including this Appendix, in its entirety and that its
subscription of Placing Shares is subject to, and based upon, all
the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this announcement (including this Appendix);
2. acknowledges that 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;
3. acknowledges that neither the Joint Bookrunners nor the
Company nor the AIFM nor any of their respective Affiliates nor any
person acting on behalf of any of them has provided, and will not
provide it, with any material regarding the Placing Shares or the
Company other than this announcement (including this Appendix); nor
has it requested any of the Joint Bookrunners, the Company, the
AIFM, any of their respective Affiliates or any person acting on
behalf of any of them to provide it with any such information;
4. acknowledges that the Placing Shares are listed on the
premium segment of the Official List of the UK Listing Authority,
and the Company is therefore required to publish certain business
and financial information in accordance with the rules and
practices of the FCA (collectively the "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;
5. if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to subscribe for the
Placing Shares, 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 such territory or jurisdiction and that it has not taken any
action or omitted to take any action which will or might reasonably
be expected to result in the Issuer, the Investment Adviser, the
Registrar or the Joint Bookrunners, or any of their respective
officers, agents, employees or Affiliates acting in breach of the
regulatory or legal requirements, directly or indirectly, of any
territory or jurisdiction outside the United Kingdom in connection
with any Placing;
6. acknowledges that the content of this announcement (including
this Appendix) is exclusively the responsibility of the Company,
and that neither of the Joint Bookrunners, the Investment Adviser,
the Registrar, nor any person acting on their behalf nor any of
their Affiliates are responsible for or shall have any liability
for any information, representation or statement contained in this
announcement (including this Appendix) or any information
previously or concurrently published by or on behalf of the Company
(including any Exchange Information), and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
announcement (including this Appendix) or otherwise. Each Placee
further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Placing Shares is contained in
this announcement (including this Appendix) and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by the
Joint Bookrunners, the Company or the Investment Adviser or any of
their respective directors, officers or employees or any person
acting on behalf of any of them (including with respect to the
Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of any publicly available information),
or, if received, it has not relied upon any such information,
representations, warranties or statements, and neither the Joint
Bookrunners nor the Company nor the Investment Adviser will be
liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it may not place the same degree of
reliance on this announcement as it may otherwise place on a
prospectus or admission document. Each Placee further acknowledges
and agrees that it has relied solely on its own investigation of
the business, financial or other position of the Company and the
terms of the Placing and has independently made its own analysis
and decision with regard to its commitment to subscribe for Placing
Shares and it will not rely on any investigation that the Joint
Bookrunners, their affiliates or any other person acting on their
behalf has or may have conducted;
7. undertakes that it (and any person acting on its behalf) will
make payment for the Placing Shares allocated to it in accordance
with this announcement (including this Appendix) on the due time
and date set out herein, failing which the relevant Placing Shares
may be placed with other subscribers or sold as the Joint
Bookrunners may in their sole discretion determine and without
liability to such Placee and it will remain liable and will
indemnify the Joint Bookrunners on demand for any shortfall below
the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear the liability for any
stamp duty or stamp duty reserve tax or security transfer tax
(together with any interest or penalties due pursuant to or
referred to in these terms and conditions) which may arise upon the
placing or sale of such Placee's Placing Shares on its behalf;
8. 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 Joint Bookrunners 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 Joint Bookrunners in respect of the
same on the basis that the Placing Shares will be allotted to the
CREST stock account of the relevant Joint Bookrunner who will hold
them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
9. its commitment to acquire Placing Shares will be agreed
orally, or by email, with the relevant Joint Bookrunner as agent
for the Company and that a Contract Note or Placing Confirmation
will be issued by the relevant Joint Bookrunner as soon as possible
thereafter. That oral or email 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
Joint Bookrunners to subscribe for the number of Placing Shares
allocated to it and comprising its Placing Commitment at the
applicable Placing Price on the terms and conditions set out in
this announcement and, as applicable, in the Contract Note or
Placing Confirmation and in accordance with the Articles of
Association in force as at the date of Admission. Except with the
consent of the Joint Bookrunners such oral commitment will not be
capable of variation or revocation after the time at which it is
made;
10. none of the Placing Shares have been or will be registered
under the laws of any Restricted Territory or any other
jurisdiction where the extension or availability of the Placing
would breach any applicable law. Accordingly, the Placing Shares
may not be offered, sold, issued or delivered, directly or
indirectly, within any Restricted Territory or any other
jurisdiction where the extension or availability of the Placing
would breach any applicable law unless an exemption from any
registration requirement is available;
11. it: (i) is entitled to subscribe for the Placing Shares
under the laws of all relevant jurisdictions; (ii) has fully
observed the laws of all relevant jurisdictions; (iii) has the
requisite capacity and authority and is entitled to enter into and
perform its obligations as a subscriber for Placing Shares and will
honour such obligations; and (iv) has obtained all necessary
consents and authorities to enable it to enter into the
transactions contemplated hereby and to perform its obligations in
relation thereto.
12. if in the United Kingdom, represents and warrants that it is
a person who: (i) falls with Articles 49(2)(A) to (D) or 19(5) of
the Order or it is a person to whom the Placing Shares may
otherwise be lawfully offered under such Order or, if it is
receiving the offer in circumstances under which the laws or
regulations of a jurisdiction other than the United Kingdom would
apply, it is a person to whom the Placing Shares may be lawfully
offered under that other jurisdiction's laws and regulations; and
(ii) is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook;
13. if in a Member State of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners in writing,
represents and warrants that it is a Qualified Investor within the
meaning of Article 2 of the Prospectus Regulation and that it is a
person to whom Placing Shares may lawfully be marketed to under any
applicable legislation implementing the EEA AIFM Directive;
14. if a financial intermediary, as that term is used in the
Prospectus Regulation, represents and warrants that the Placing
Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a Member State
of the EEA other than Qualified Investors, or in circumstances in
which the prior consent of the Joint Bookrunners has been given to
the offer or resale; represents and warrants that (a) (i) it is not
in the United States ; (ii) it is not a U.S. Person (within the
meaning of Regulation S); 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;
15. acknowledges that the Placing Shares are only being offered
and sold outside the United States in offshore transactions to
persons who are not U.S. Persons pursuant to Regulation S under the
Securities Act, and the Placing Shares have not been and will not
be registered under the Securities Act or under any laws of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States, and 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 Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction in the United States;
16. it further represents and warrants that neither it nor its
Affiliates nor any person acting on its or their behalf have
engaged or will engage in any "directed selling efforts" (within
the meaning of Regulation S) with respect to the Placing Shares in
the United States; it does not have a registered address in, and is
not a citizen, resident or national of any Restricted Territory and
it is not acting on a non-discretionary basis for any such
person;
17. if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the United Kingdom) on the
date of such investor's agreement to subscribe for Placing Shares
and will not be any such person on the date that such subscription
is accepted;
18. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person and you acknowledge and agree that this
announcement is not being issued by the Joint Bookrunners each in
their capacity as an authorised person under section 21(1) of the
FSMA and it may not therefore be subject to the controls which
would apply if it were made or approved as financial promotion by
an authorised person;
19. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA and the Financial
Services Act 2012 with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
20. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
21. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96
of the Finance Act 1986 (depositary receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
22. represents and warrants that: (i) it has complied with and
will continue to comply with its obligations under the Market Abuse
Regulation, Criminal Justice Act 1993 and Part VIII of the FSMA and
other applicable law; (ii) in connection with money laundering and
terrorist financing, it has complied with its obligations under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) 2017 Regulations, Directive (2018/843/EU) of the European
Parliament and of the EC Council of 26 October 2005 on the
prevention of the use of the financial system for the purpose of
money laundering and terrorist financing) and any other applicable
law (where all such legislation listed under this (ii) shall
together be referred to as the "AML Legislation"); and (iii) it is
not a person: (1) with whom transactions are prohibited under the
Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (2) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (3)
subject to financial sanctions imposed pursuant to a regulation of
the EU or a regulation adopted by the United Nations (together, the
"Regulations"); and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations pursuant to AML Legislation and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to the Joint Bookrunners such evidence, if any, as
to the identity or location or legal status of any person which the
Joint Bookrunners may request from it in connection with the
Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise or any other
information as may be required to comply with legal or regulatory
requirements (including in particular under the AML Legislation))
in the form and manner requested by the Joint Bookrunners on the
basis that any failure by it to do so may result in the number of
Placing Shares that are to be purchased by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as
the Joint Bookrunners may decide at their sole discretion;
23. acknowledges that neither of the Joint Bookrunners, any of
their Affiliates, or any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as
a client of the Joint Bookrunners and that the Joint Bookrunners
have no duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or
for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Engagement Letter nor for the exercise or
performance of any of their rights and obligations thereunder,
including any rights to waive or vary any conditions or exercise
any termination right;
24. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the UK
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 the UK
within the meaning of section 85(1) of FSMA;
25. represents and warrants that 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 within the meaning of the EU Prospectus Regulation;
26. that, save in the event of fraud on the part of each of the
Joint Bookrunners (and to the extent permitted by the FCA), neither
of the Joint Bookrunners, their ultimate holdings companies nor any
of its direct or indirect subsidiary undertakings of such holding
companies, nor any of its respective directors, members, partners,
officers and employees shall be responsible or liable to a Placee
or any of its clients for any matter arising out of the Joint
Bookrunner's role as financial adviser, bookrunner or placing agent
(as applicable) or otherwise in connection with the Placing and
that where any such responsibility or liability nevertheless arises
as a matter of law, the Placee and, if relevant, its clients, will
immediately and irrevocably waive any claim against any of such
persons which it may have in respect thereof;
27. that where it is subscribing for Placing Shares for one or
more managed, discretionary or advisory accounts, it is authorised
in writing for each such account: (i) to subscribe for the Placing
Shares for each such account; (ii) to make on each such account's
behalf the undertakings, acknowledgements, representations,
warranties and agreements set out in these terms and conditions;
and (iii) to receive on behalf of each such account any
documentation relating to the Placing in the form provided by the
Company and the Joint Bookrunners. It agrees that the provision of
this paragraph shall survive any resale of the Placing Shares by or
on behalf of any such account;
28. acknowledges that, pursuant to applicable data protection
legislation (including the General Data Protection Regulation (EU)
2016/679 ("EU GDPR"), the UK version of the EU GDPR which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended and supplemented from time to time including by the Data
Protection, Privacy and Electronic Communications (Amendments etc.)
(EU Exit) Regulations 2019 (SI 2019/419), the Data Protection Act
2018 and regulatory requirements in the UK and/or the EEA, as
appropriate, in force from time to time, any personal data provided
by it to the Company or the Registrar will be stored both on the
Registrar's computer system and manually. Such personal data is
used by the Registrar to maintain the Company's register of
Shareholders and mailing lists and this may include sharing such
data with third parties in one or more other countries when: (a)
effecting the payment of dividends and other distributions to
Shareholders; and (b) filing returns of Shareholders and their
respective transactions in Shares with statutory bodies and
regulatory authorities. Personal data may be retained on record for
a period exceeding six years after it is no longer used. By
becoming registered as a holder of Placing Shares a person becomes
a data subject (as defined in the DP Act) and is deemed to have
consented to the processing by the relevant Issuer or the Registrar
of any personal data relating to them in the manner described
above;
29. the Joint Bookrunners are each entitled to exercise any of
their rights under the Placing Agreement (including, without
limitation, rights of termination) or any other right in its
absolute discretion without any liability whatsoever to them;
30. agrees that the Company, the Joint Bookrunners and their
respective Affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Joint
Bookrunners on its own behalf and on behalf of the Company and are
irrevocable and are irrevocably authorised to produce this
announcement or a copy thereof to any interested party in any
administrative or legal proceeding or official inquiry with respect
to the matters covered hereby;
31. any of its clients, whether or not identified to the Joint
Bookrunners will remain its sole responsibility and will not become
clients of the Joint Bookrunners for the purposes of the rules of
the FCA or for the purposes of any other statutory or regulatory
provision;
32. the allocation of Placing Shares shall be determined by the
Joint Bookrunners in their absolute discretion (in consultation
with the Company and the AIFM) and that the Joint Bookrunners may
scale down any Placing Commitment on such basis as it may determine
(which may not be the same for each Placee). The right is reserved
to reject in whole or in part any participation in the Placing;
33. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
34. it authorises the Joint Bookrunners to deduct from the total
amount subscribed under the Placing, as applicable, the aggregation
commission (if any) (calculated at the rate agreed with the Placee)
payable on the number of Placing Shares allocated under the
Placing;
35. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter (including non-contractual matters)
arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or the Joint Bookrunners in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
36. acknowledges that no action has been or will be taken by any
of the Company, the Joint Bookrunners or any person acting on
behalf of the Company or the Joint Bookrunners 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;
37. acknowledges 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;
38. acknowledges that a Joint Bookrunner or any of its
Affiliates acting as an investor for its own account may take up
shares in the Company and in that capacity may retain, purchase or
sell for its own account such shares and may offer or sell such
shares other than in connection with the Placing; and
39. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation;
40. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the announcement, including
this Appendix;
41. if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf
of each such account(s);
42. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
43. acknowledges that the Placing Shares will be allotted and
issued subject to the terms and conditions of this Appendix;
44. agrees to indemnify on demand on an after tax basis and hold
the Company, the Joint Bookrunners 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 representations, warranties,
acknowledgements, agreements and undertakings in this Appendix or
incurred by the Joint Bookrunners and/or the Company arising from
the performance of the Placee's obligations as set out in this
announcement and further agrees that the provisions of this
announcement (including this Appendix) shall survive after
completion of the Placing; and
45. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation
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 Joint Bookrunners' or the Company's conduct of
the Placing.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to the Joint
Bookrunners and the Company and are irrevocable and shall not be
capable of termination in any circumstances. The agreement to
settle a Placee's subscription (and/or the subscription of a person
for whom such Placee is contracting as agent) free of stamp duty
and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company
for the Placing Shares in question. Such agreement is subject to
the representations, warranties and further terms above and
assumes, and is based on the warranty from each Placee, that the
Placing Shares are not being subscribed for in connection with
arrangements to issue depositary receipts or to transfer the
Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax
may be payable, for which neither the Company nor the Joint
Bookrunners will be responsible, and the Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, issue or delivery of Placing Shares has given rise to
such UK stamp duty or stamp duty reserve tax undertakes to pay such
UK stamp duty or stamp duty reserve tax forthwith and to indemnify
on an after-tax basis and to hold harmless the Company and the
Joint Bookrunners in the event that any of the Company and/or the
Joint Bookrunners have incurred any such liability to UK stamp duty
or stamp duty reserve tax. If this is the case, each Placee should
seek its own advice and notify the Joint Bookrunners
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that a Joint Bookrunner or any of its
Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with a Joint Bookrunner, any money held in an account with
such Joint 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 made
under the FSMA. The Placee 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 relevant
Joint Bookrunner's money in accordance with the client money rules
and will be used by that Joint Bookrunner in the course of its own
business and the Placee will rank only as a general creditor of
that Joint Bookrunner.
All times and dates in this announcement (including this
Appendix) may be subject to amendment, and Placees' commitments,
representations and warranties are not conditional on any of the
expected times and dates in this announcement (including this
Appendix) being achieved. The Joint Bookrunners shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
Past performance is no guide to future performance and persons
needing advice should consult an appropriately qualified
independent financial adviser.
Each of the Joint Bookrunners is entitled, at its discretion and
out of its own resources, at any time to rebate to some or all of
its investors, or to other parties (including the Investment
Adviser), part or all of its fees relating to the Placing.
This information is provided by RNS, the news service of the
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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
IOESEEFDWEFSEFU
(END) Dow Jones Newswires
September 27, 2021 09:15 ET (13:15 GMT)
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