TIDMSUPR
RNS Number : 8172N
Supermarket Income REIT PLC
01 October 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018.
Upon the publication of this Announcement, this inside information
is now considered to be in the public domain.
1 October 2021
SUPERMARKET INCOME REIT PLC
(the "Company")
Publication of Prospectus
Further to its announcement yesterday, the Board announces the
publication of a prospectus approved by the Financial Conduct
Authority (the "Prospectus") containing the full details of the
proposed issue of New Ordinary Shares pursuant to the Initial Issue
and the Placing Programme.
The Prospectus is expected to be posted to Shareholders later
today. The Notice of General Meeting set out in the Appendix to the
Prospectus convenes a General Meeting at which Resolutions will be
proposed to grant the Directors authority to disapply pre-emption
rights and allot New Ordinary Shares pursuant to the Initial Issue
and the Placing Programme. The General Meeting is expected to be
held at the offices of Macfarlanes LLP, 20 Cursitor Street, London
EC4A 1LT, at 2 p.m. on 18 October 2021.
Copies of the Prospectus will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and shortly
on the Company's website at www.supermarketincomereit.com .
The dates set out in the Prospectus may be adjusted by the
Company, in which event, details of the new dates will be notified
to the Financial Conduct Authority and the London Stock Exchange
and an announcement will be made through a Regulatory Information
Service.
For further information, please contact:
Atrato Capital Limited +44 (0)20 3790 8087
Steve Noble ir@atratocapital.com
Rob Abraham
Carcie Rogers
Stifel - Sole Bookrunner, Financial Adviser
and Placing Agent
Mark Young
Matthew Blawat
Rajpal Padam +44 (0)20 7710 7600
FTI Consulting +44 (0)20 3727 1000
Dido Laurimore SupermarketIncomeREIT@fticonsulting.com
Eve Kirmatzis
Andrew Davis
Unless the context otherwise requires, capitalised words and
expressions used in this Announcement have the same meaning given
to them in the announcement made by the Company earlier today in
relation to the Initial Issue and Placing Programme.
The Company's legal entity identifier: 2138007FOINJKAM7L537
Important Information
The person responsible for arranging for the release of this
announcement on behalf of Supermarket Income REIT plc is Carcie
Rogers, Head of Investor Relations of Atrato Capital Limited.
This Announcement is an advertisement and does not constitute a
prospectus relating to the Company and does not constitute, or form
part of, any offer or invitation to sell or issue, or an invitation
to purchase investments of any description, or any solicitation of
any offer to subscribe for, any securities 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 constitute a recommendation regarding any
securities. Copies of the prospectus to be published by the Company
will be available from www.supermarketincomereit.com .
Recipients of this Announcement who are considering acquiring
any New Ordinary Shares, are reminded that any such acquisition
must be made only on the basis of the information to be contained
in the Prospectus (or any supplementary prospectus) which may be
different from the information contained in this Announcement and
must not be made in reliance on this Announcement. The subscription
for New Ordinary Shares is subject to specific legal or regulatory
restrictions in certain jurisdictions. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so.
The Company assumes no responsibility in the event that there is a
violation by any person of such restrictions.
This Announcement does not constitute and may not constitute and
may not be construed as a recommendation regarding the Issue or the
provision of investment advice by any party. No information set out
in this Announcement is intended to form the basis of any contract
of sale, investment decision or any decision to purchase
securities. Potential investors should consult a professional
advisor as to the suitability of an investment in the securities
for the person concerned.
The value of Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market and
currency movements. When you sell your investment you may get back
less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations. Capital is at risk and investors need to
understand the risks of investing. Please refer to the Prospectus
(or any supplementary prospectus) when published for further
information, in particular the "Risk Factors" section.
This Announcement may not be published, distributed, released or
transmitted by any means or media, directly or indirectly, in whole
or in part, in or into the United States. This Announcement does
not constitute an offer to sell, or a solicitation of an offer to
buy, securities in the United States. The securities mentioned
herein have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "US Securities Act") or
with any securities regulatory authority of any state or other
jurisdiction of the United States and will not be offered, sold,
exercised, resold, transferred or delivered, directly or
indirectly, in or into the United States or to, or for the account
or benefit of, any US person (as defined under Regulation S under
the US Securities Act) unless registered under the US Securities
Act or offered in a transaction exempt from, or not subject to, the
registration requirements of the US Securities Act. There will be
no public offer of the shares in the United States. The Company has
not been, and will not be, registered under the U.S. Investment
Company Act of 1940, as amended.
Neither this Announcement nor any copy of it may be: (i) taken
or transmitted into or distributed in Canada, Australia, Japan or
the Republic of South Africa or to any resident thereof or (ii) any
other jurisdiction where to do so might constitute a violation of
the relevant laws or regulations of such jurisdiction. Any failure
to comply with these restrictions may constitute a violation of the
securities laws or the laws of any such jurisdiction. The
distribution of this Announcement in other jurisdictions may be
restricted by law and the persons into whose possession this
Announcement comes should inform themselves about, and observe, any
such restrictions.
This Announcement may include "forward-looking statements". All
statements other than statements of historical facts included in
this Announcement, including, without limitation, those regarding
the Company's investment strategy, plans, objectives and target
returns are forward-looking statements. Forward-looking statements
are subject to risks and uncertainties and accordingly the
Company's actual future financial results and operational
performance may differ materially from the results and performance
expressed in, or implied by, the statements. These factors include
but are not limited to those described in the Prospectus, when
published. These forward-looking statements speak only as at the
date of this Announcement. The Company expressly disclaims any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, the Prospectus Regulation Rules or
other applicable laws, regulations or rules.
Stifel is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and Stifel Europe Bank AG ("Stifel AG")
is authorized and regulated by the German Financial Supervisory
Authority (Bundesanstalt fur Finanzdienstleistungsaufsicht, or
BaFin). Stifel is acting only for the Company as financial adviser,
sole bookrunner and placing agent in connection with the matters
described in this Announcement and neither Stifel nor Stifel AG are
acting for or advising any other person, or treating any other
person as its client in relation thereto and will not be
responsible for providing the regulatory protection afforded to the
clients of Stifel or Stifel AG or advice to any other person in
relation to the matters contained herein. Such persons should seek
their own independent legal, investment and tax advice as they see
fit.
Neither Stifel, Stifel AG 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 the truth,
accuracy or completeness of the information in this Announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company or its
subsidiaries, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available or for any loss
howsoever arising from any use of the announcement or its contents
or otherwise arising in connection therewith.
This Announcement and the Prospectus have not been, and will not
be, lodged with the Australian Securities and Investments
Commission as a disclosure document under Chapter 6D of the
Corporations Act 2001 (Cth) (the "Australian Corporations Act").
This Announcement and the Prospectus does not purport to include
the information required of a disclosure document under Chapter 6D
of the Australian Corporations Act. Accordingly, this Announcement
and the Prospectus and any other document or material in connection
with the offer or sale, or invitation for subscription or purchase,
of New Ordinary Shares must not be issued or distributed directly
or indirectly in or into Australia, and no New Ordinary Shares may
be offered for sale (or transferred, assigned or otherwise
alienated) to investors in Australia for at least 12 months after
their issue, except in circumstances where disclosure to investors
is not required under Part 6D.2 of the Australian Corporations Act.
Each purchaser of New Ordinary Shares will be deemed to have
acknowledged and accepted the above and, by applying for New
Ordinary Shares under this Announcement on the basis of the
Prospectus, gives an undertaking to the Company not to offer, sell,
transfer, assign or otherwise alienate those securities to persons
in Australia (except in the circumstances referred to above) for 12
months after their issue.
The New Ordinary Shares have been and will not be qualified by a
prospectus in accordance with the document requirements under
applicable securities law in any Canadian jurisdiction and
therefore may not be offered or sold, directly or indirectly, in
Canada except in compliance with applicable Canadian securities
laws.
In relation to each Member State of the European Economic Area
(each, a "Member State"), no New Ordinary Shares have been offered
or will be offered pursuant to the Initial Issue to the public in
that Member State prior to the publication of a prospectus in
relation to the New Ordinary Shares having been approved by the
competent authority in that Member State or, where appropriate,
approved in another Member State and notified to the competent
authority in that Member State (all in accordance with the
Prospectus Regulation), except that offers of New Ordinary Shares
may be made to the public in that Member State at any time under
the following exemptions under the Prospectus Regulation:
a) to any legal entity which is a "qualified investor" as
defined under the Prospectus Regulation;
b) to fewer than 150 natural or legal persons (other than
"qualified investors" as defined under the Prospectus Regulation),
subject to obtaining the prior consent of Stifel for any such
offer; or
c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of New Ordinary Shares shall require
the Company to publish a prospectus pursuant to Article 3 of the
Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression "offer to the
public" in relation to any offer of New Ordinary Shares in any
Member State means the communication in any form and by any means
of sufficient information on the terms of the Initial Issue, and
any New Ordinary Shares to be offered, so as to enable an investor
to decide to purchase or subscribe for any New Ordinary Shares.
In the case of any New Ordinary Shares being offered to a
financial intermediary within the EEA, as that term is used in the
Prospectus Regulation, such financial intermediary will be deemed
to have represented, warranted, acknowledged and agreed that the
New Ordinary Shares purchased and/or subscribed for by it in the
Initial Issue have not been purchased and/or subscribed for on a
non-discretionary basis on behalf of, nor have they been purchased
and/or subscribed for 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 a
Member State to "qualified investors" (as defined in the Prospectus
Regulation) or in circumstances in which the prior consent of
Stifel has been obtained to each such proposed offer or resale.
In the case of any New Ordinary Shares being offered to a
financial intermediary within the United Kingdom as that term is
used in the UK Prospectus Regulation, such financial intermediary
will be deemed to have represented, warranted, acknowledged and
agreed that the New Ordinary Shares purchased and/or subscribed for
by it in the Issue have not been purchased and/or subscribed for on
a non-discretionary basis on behalf of, nor have they been
purchased and/or subscribed for 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 United Kingdom to "qualified investors" (as defined
in the UK Prospectus Regulation) or in circumstances in which the
prior consent of Stifel has been obtained to each such proposed
offer or resale.
The Company and its affiliates, representatives and others will
rely upon the truth and accuracy of the foregoing representation,
warranty, acknowledgement and agreement. Notwithstanding the above,
a person who is not a qualified investor and who has notified
Stifel of such fact in writing may, with the consent of Stifel, be
permitted to subscribe for and/or purchase New Ordinary Shares in
the Initial Issue.
The New Ordinary Shares have not been and will not be registered
under the Financial Instruments and Exchange Act of Japan (Law No.
25 of 1948 as amended) ("Financial Instruments and Exchange Act"),
and may not be offered or sold, directly or indirectly, in Japan or
to, or for the benefit of, a resident of Japan (including any
corporation or entity organised under the laws of Japan) or to
others for re-offering or resale, directly or indirectly, in Japan,
except pursuant to an exemption from the registration requirements
of, and otherwise in compliance with, the Securities and Exchange
Law and other relevant laws and regulations of Japan.
This document will not be registered as a prospectus in terms of
the Companies Act 1973 in South Africa and, as such, any offer of
New Ordinary Shares in South Africa may only be made if it shall
not be capable of being construed as an offer to the public as
envisaged by section 144 of the Companies Act 1973 in South Africa.
Furthermore, any offer or sale of the New Ordinary Shares shall be
subject to compliance with South Africa's exchange control
regulations.
The New Ordinary Shares and any related services, information
and opinions described or referenced in this Announcement and the
Prospectus are not, and may not be, offered or marketed to or
directed at persons in Switzer-land (a) that do not meet the
definition of "qualified investor" pursuant to the Swiss Federal
Act on Collective Investment Schemes of 23 June 2006 ("CISA")
("Non-Qualified Investors"), or (b) that are high net worth
individuals (including private investment structures established
for such high-net worth individuals if they do not have
professional treasury operations) that have opted out of customer
protection under the Swiss Federal Financial Services Act of 15
June 2018 ("FinSA") and that have elected to be treated as
"professional clients" and "qualified investors" under the FinSA
and the CISA, respectively ("Elective Qualified Investors").
In particular, none of the information provided in this
Announcement and the Prospectus should be construed as an offer in
Switzerland for the purchase or sale of New Ordinary Shares or any
related services, nor as advertising in Switzerland for New
Ordinary Shares or any related services, to or directed at
Non-Qualified Investors or Elective Qualified Investors.
Circulating or otherwise providing access to this Announcement and
the Prospectus or offering, advertising, offering or selling New
Ordinary Shares or any related services to Non-Qualified Investors
or Elective Qualified Investors may trigger, in particular,
approval requirements and other regulatory requirements in
Switzerland.
The New Ordinary Shares and any related services may not be (and
are not hereby) publicly offered, directly or indirectly, in
Switzerland within the meaning of the FinSA and no application has
or will be made to admit the New Ordinary Shares to trading on any
trading venue (exchange or multilateral trading facility) in
Switzerland. Neither this Announcement and the Prospectus nor any
other offering or marketing material relating to the New Ordinary
Shares constitutes a prospectus pursuant to the FinSA or pursuant
to Swiss trading venue rules and it may thus not fulfil the
information standards established thereunder. No key information
document pursuant to Swiss law has been established for the New
Ordinary Shares. Neither this Announcement and the Prospectus nor
any other offering or marketing material relating to the New
Ordinary Shares may be listed publicly distributed or otherwise
made publicly available in Switzerland.
This Announcement and the Prospectus has not been and will not
be approved, and may not be able to be approved, by the Swiss
Financial Market Supervisory Authority FINMA ("FINMA") under the
CISA. Therefore, investors will not benefit from protection under
CISA or supervision by FINMA. These materials do in particular not
constitute investment advice.
The Initial Issue is not a public offering (within the meaning
of the Securities Act) of securities in the United States. The New
Ordinary Shares have not been, and will not be, registered under
the Securities Act or with any securities regulatory authority of
any state or other jurisdiction of the United States and may not be
offered or sold in the United States except in reliance on Section
4(a)(2) of the Securities Act or in a transaction not subject to
the registration requirements of the Securities Act and in
accordance with applicable securities laws of any securities
regulatory authority of any state or other jurisdiction of the
United States.
Each purchaser of New Ordinary Shares located outside the United
States, by accepting delivery of this Announcement and the
Prospectus, will be deemed to have represented, agreed and
acknowledged that it has received a copy of Announcement and the
Prospectus and such other information as it deems necessary to make
an investment decision and that:
a) it is not a US Person, is not located in the US and it is
acquiring the New Ordinary Shares in an offshore transaction
meeting the requirements of Regulation S;
b) it is aware that the New Ordinary Shares have not been, and
will not be, registered under the Securities Act or under any
applicable securities laws or regulations of any state of the
United States and may not be offered or sold in the United States
or to, or for the benefit of, US Persons absent registration under,
or an exemption from, or in a transaction not subject to
registration under, the Securities Act;
c) if in the future it 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 the registration requirements
of the Securities Act;
d) it understands that the Company, Stifel and their respective
directors, officers, agents, employees, advisers and others will
rely upon the truth and accuracy of the foregoing representations,
agreements and acknowledgments;
e) if any of the representations, agreements and acknowledgments
made by it are no longer accurate or have not been complied with,
it will immediately notify the Company and Stifel;
f) if it is acquiring any New Ordinary Shares as a fiduciary or
agent for one or more accounts, it has sole investment discretion
with respect to each such account and it has full power to make,
and does make, such foregoing representations, agreements and
acknowledgments on behalf of each such account; and
g) if all or part of the funds that it is using or will use to
acquire New Ordinary Shares are assets of an employee benefit plan
(as defined in Section 3(3) of ERISA) subject to Title I of ERISA,
or a plan described in Section 4975(e)(1) of the Code, or an entity
whose underlying assets include plan assets for purposes of ERISA
or Section 4975 of the Code by reason of a plan's investment in the
entity, (i) its acquisition of New Ordinary Shares is permissible
under the documents governing the investment of such plan assets;
(ii) it has concluded that the acquisition of New Ordinary Shares
is consistent with applicable fiduciary responsibilities under
ERISA, including ERISA's prudence and diversification requirements,
if applicable, and other applicable law; and (iii) its acquisition
and the subsequent holding of New Ordinary Shares do not and will
not constitute a non-exempt "prohibited transaction" within the
meaning of Section 406 of ERISA or Section 4975 of the Code.
Each subscriber for New Ordinary Shares located within the
United States, by accepting delivery of this Announcement and the
Prospectus, will be deemed to have represented, agreed and
acknowledged that it has received a copy of this Announcement and
the Prospectus and such other information as it deems necessary to
make an investment decision, that all of the foregoing
representations (b) - (f) are hereby made and that:
a) it is acquiring the New Ordinary Shares for the subscriber's
own account, does not have any contract, undertaking or arrangement
with any person or entity to sell, transfer or grant a
participation with respect to any of the New Ordinary Shares and is
not acquiring the New Ordinary Shares with a view to or for sale in
connection with any distribution of the New Ordinary Shares;
b) it or a purchaser representative, adviser or consultant
relied upon by it in reaching a decision to subscribe has such
knowledge and experience in financial, tax and business matters as
to enable it or such adviser or consultant to evaluate the merits
and risks of an investment in the Company and to make an informed
investment decision with respect thereto;
c) it understands and agrees that the New Ordinary Shares (i)
will be offered and sold to it in a transaction that will not be
registered under the Securities Act or under any state law, (ii)
have not been and will not be registered for offer or sale by it
under the Securities Act or any state law, and (iii) may not be
reoffered or resold except in accordance with the Securities Act
and the rules and regulations thereunder, and all relevant state
securities and blue sky laws, rules and regulations; and it
understands that the Company has no intention to register the
Company, the New Ordinary Shares with the SEC or any state and is
under no obligation to assist it in obtaining or complying with any
exemption from registration. The Company may require that any
transferor furnish a legal opinion satisfactory to the Company and
its counsel that the proposed transfer complies with any applicable
federal, state and any other applicable securities laws.
Appropriate stop transfer instructions may be placed with respect
to the New Ordinary Shares and any certificates issued representing
the New Ordinary Shares will contain the following legend;
THE ORDINARY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMED (THE "SECURITIES ACT"), OR UNDER ANY SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN ANOTHER
TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION
OF, THE UNITED STATES.
NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES
OF THE ORDINARY SHARES REPRESENTED HEREBY. THE ORDINARY SHARES
REPRESENTED HEREBY ARE "RESTRICTED SECURITIES" WITHIN THE MEANING
OF RULE 144(a)(3) UNDER THE SECURITIES ACT AND FOR SO LONG AS SUCH
SHARES ARE "RESTRICTED SECURITIES", THEY MAY NOT BE DEPOSITED INTO
ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE
ORDINARY SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK.
EACH HOLDER, BY ITS ACCEPTANCE OF ORDINARY SHARES, REPRESENTS THAT
IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.
d) in formulating a decision to invest in the Company, it has
not relied or acted on the basis of any representations or other
information purported to be given on behalf of the Company except
as set forth in the Prospectus (it being understood that no person
has been authorised by the Company to furnish any such
representations or other information);
e) it recognises that there is currently no public market for
the New Ordinary Shares in the United States and that such a market
in the United States is not expected to develop; its overall
commitment to the Company and other investments which are not
readily marketable is not disproportionate to its net worth and it
has no need for immediate liquidity in its investment in the New
Ordinary Shares;
f) it can afford a complete loss of its investment in the
Company and can afford to hold its investment in the Company for an
indefinite period of time;
g) if it is not a "natural person," it has not been and will not
be formed or "recapitalized" (as defined below) for the specific
purpose of purchasing the New Ordinary Shares and has substantial
assets in addition to the funds to be used to purchase the New
Ordinary Shares;
h) the New Ordinary Shares have not been offered to it by means
of any general solicitation or general advertising or directed
selling efforts by the Company or any person acting on its behalf,
including without limitation (i) any advertisement, article,
notice, or other communication published in any newspaper,
magazine, or similar media or broadcast over television or radio,
or contained on a website that is not password-protected, or (ii)
any seminar or meeting to which it was invited by any general
solicitation or general advertising or directed selling
efforts;
i) it is a "qualified institutional buyer" as such term is
defined in Rule 144 under the US Securities Act, a "qualified
purchaser" within the meaning of Section 2(a)(51) of the Investment
Company Act and the rules thereunder and an "accredited investor"
as defined in Rule 501 under the US Securities Act and has
delivered to Stifel an investor representation letter to such
effect;; and
j) if all or part of the funds that it is using or will use to
acquire New Ordinary Shares are assets of an employee benefit plan
(as defined in Section 3(3) of ERISA subject to Title I of ERISA,
or a plan described in Section 4975(e)(1) of the Code or an entity
whose underlying assets include plan assets for purposes of ERISA
or Section 4975 of the Code by reason of a plan's investment in the
entity: (a) its acquisition of New Ordinary Shares is permissible
under the documents governing the investment of such plan assets;
(b) it has concluded that the acquisition of New Ordinary Shares is
consistent with applicable fiduciary responsibilities under ERISA
(including ERISA's prudence and diversification requirements) and
other applicable law, if any; and (c) its acquisition and the
subsequent holding of New Ordinary Shares do not and will not
constitute a non-exempt "prohibited transaction" within the meaning
of Section 406 of ERISA or Section 4975 of the Code.
The New Ordinary Shares are only suitable for sophisticated
investors who have the requisite knowledge and experience of
financial and business matters to evaluate the merits and
understand the risks of such an investment. Neither this
Announcement or the Prospectus has been approved by or filed with
the Jersey Financial Services Commission (the "JFSC"). New Ordinary
Shares may only be issued pursuant to the Initial Issue where such
issue is valid in the United Kingdom or Guernsey. This Announcement
and the Prospectus are circulated in Jersey only to persons similar
to those to whom, and in a manner similar to that in which, it is
for the time being circulated in the United Kingdom or Guernsey as
the case may be. Consent under the Control of Borrowing (Jersey)
Order 1958 has not been obtained for the circulation of this
Announcement and the Prospectus and it must be distinctly
understood that the JFSC does not accept any responsibility for the
financial soundness of or any representations made in connection
with the Company. By accepting the offer that is the subject of
this Announcement and the Prospectus, each prospective investor in
Jersey represents and warrants that he or she is in possession of
sufficient information to be able to make a reasonable evaluation
of the offer. Subject to certain exemptions (if applicable), offers
for securities in the Company may only be distributed and promoted
in or from within Jersey by persons with appropriate registration
under the Financial Services (Jersey) Law 1998. Neither the Company
nor the activities of any functionary with regard to the Company
are subject to the provisions of the Financial Services (Jersey)
Law 1998.
Neither the Company, the Announcement nor the Prospectus have
been submitted to or approved or authorised by the Policy Council
of the States of Guernsey or the Guernsey Financial Services
Commission (the "Commission"). The Company will not be regulated by
the Commission. The Commission has no ongoing responsibility to
monitor the performance of the Company or to protect the interests
of investors. This Announcement and the Prospectus and any other
offering material relating to the New Ordinary Shares will not be
distributed or caused to be distributed directly or indirectly to
private investors in the Bailiwick of Guernsey. To the extent to
which any promotion of the New Ordinary Shares is deemed to take
place in the Bailiwick of Guernsey, the New Ordinary Shares are
only being promoted in or from within the Bailiwick of Guernsey to
persons licensed under the Protection of Investors (Bailiwick of
Guernsey) Law, 1987 (as amended), the Regulation of Fiduciaries,
Administration Businesses and Company Directors, etc. (Bailiwick of
Guernsey) Law, 2000 (as amended), the Insurance Business (Bailiwick
of Guernsey) Law, 2002 (as amended), the Insurance Managers and
Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002 (as
amended) or the Banking Supervision (Bailiwick of Guernsey) Law,
1994 (as amended). Promotion is not being made in any other
way.
The New Ordinary Shares will not be offered, sold, placed or
underwritten in Ireland (a) except in circumstances which do not
require the publication of a prospectus pursuant to Article 3(2) of
Directive 2003/71/EC as implemented in Ireland pursuant to,
(Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005), as
amended, and the rules issued by the Central Bank of Ireland (the
"CBI") under Section 1363 of the Irish Companies Act 2014 (the
"Irish Companies Act"); (b) otherwise than in compliance with the
provisions of the Irish Companies Act; (c) otherwise than in
compliance with the provisions of the European Communities (Markets
in Financial Instruments) Regulations 2007 (S.I. No. 60 of 2007),
as amended, and Stifel and any introducer appointed by the Company
will conduct themselves in accordance with any codes or rules of
conduct and any conditions or requirements, or any other enactment,
imposed or approved by the CBI with respect to anything done by
them in relation to the Company; (d) otherwise than in compliance
with the provisions of the MAR together with all delegated and
implementing regulations introduced thereunder, the European Union
(Market Abuse) Regulations 2016 (S.I. No. 349 of 2016) and the
rules issued by the CBI under Section 1370 of the Irish Companies
Act; and (e) except to "professional investors" as defined in the
AIFMD and otherwise in accordance with the AIFMD, Commission
Delegated Regulation 231/2013, the Irish European Union
(Alternative Investment Fund Managers) Regulations 2013 (S.I. No.
257 of 2013), as amended, and any rules issued by the CBI pursuant
thereto.
No offer, sale, transfer or delivery of New Ordinary Shares,
which are the subject of the Initial Issue contemplated by this
Announcement, has been made or will be made in the Netherlands , as
part of their initial distribution or at any time thereafter ,
directly or indirectly, other than to individuals or legal entities
which are considered to be "qualified investors" (gekwalificeerde
beleggers) within the meaning of section 1:1 of the Dutch Financial
Supervision Act (Wet op het financieel toezicht, or the Wft).
JTC Global AIFM Solutions Limited, the AIFM to the Company,
makes use of the Dutch national private placement regime referred
to in Section 1:13b of the Wft. As a consequence, the offering of
the New Ordinary Shares does not require JTC Global AIFM Solutions
Limited, the AIFM to the Company, or the Company to have a license
pursuant to the Wft. In accordance with the Dutch national private
placement regime, the AIFM is subject to certain reporting
requirements vis-à-vis the Netherlands Authority for Financial
Markets (Autoriteit Financiële Markten or the AFM) and the Dutch
Central Bank (De Nederlandsche Bank).
The Initial Issue is available, and are and may be made, in or
from within the Isle of Man and this document is being provided in
or from within the Isle of Man only: (i) by persons licensed to do
so under the Isle of Man Financial Services Act 2008; or(ii) in
accordance with any relevant exclusion contained within the
Regulated Activities Order 2011 (as amended) or exemption contained
in the Financial Services (Exemptions) Regulations 2011 (as
amended). The Initial Issue referred to in this Announcement and
the Prospectus are not available in or from within the Isle of Man
other than in accordance with paragraphs (i) and (ii) above and
must not be relied upon by any person unless made or received in
accordance with such paragraphs.
The Financial Services Regulatory Authority of the Abu Dhabi
Global Market accepts no responsibility for reviewing or verifying
the Announcement or the Prospectus or other documents in connection
with this Initial Issue. The New Ordinary Shares to which this
Announcement and the Prospectus relates may be illiquid and/or
subject to restrictions on their resale. Prospective purchasers
should conduct their own due diligence on the New Ordinary Shares.
If you do not understand the contents of this Announcement and the
Prospectus you should consult an authorised financial adviser. The
offer of the New Ordinary Shares set out in this Prospectus is not
available to retail clients.
This Announcement and the Prospectus has not been submitted for
approval by, and no advertising or other offering materials have
been filed with, the Belgian Financial Services and Markets
Authority ("Autoriteit voor Financiële Diensten en Markten" /
"Autorité des services et marchés financiers"). The New Ordinary
Shares may not be distributed in Belgium by way of an offer to the
public save in those circumstances commonly called "private
placement" set out, as applicable, in Article 1 --4 of the
Regulation (EU) 2017/1129 on the prospectus to be published when
securities are offered to the public or admitted to trading on a
regulated market, and article 5, --1 of the Belgian Law of 19 April
2014 on alternative investment funds and their managers, and to the
extent the (potential) investor to whom this Announcement and the
Prospectus is distributed does not qualify as a "consumer" within
the meaning of Article I.1, 2deg of the Belgian Code of Economic
Law of 28 February 2013 (the "Code of Economic Law") unless the
distribution is made in compliance with the Code of Economic Law
and its implementing regulations. This Announcement and the
Prospectus may be distributed in Belgium only to such (potential)
investors for their personal use and exclusively for the purposes
of this offering of the New Ordinary Shares. Accordingly, this
Announcement and the Prospectus may not be used for any other
purpose nor passed on to any other (potential) investor in
Belgium
The offering of the New Ordinary Shares has not been approved or
licensed by the UAE Securities and Commodities Authority ("SCA") or
any other relevant licensing authorities in the United Arab
Emirates ("UAE"), and accordingly does not constitute a public
offer of securities in the UAE in accordance with the Commercial
Companies Law, Federal Law No. 2 of 2015 Concerning Commercial
Companies (as amended), SCA Board of Directors Resolution No. 13
B.C of 2021 Concerning the Rules of Financial Activities, and the
Status Rectification Mechanism (the "SCA Rulebook") or otherwise.
Accordingly, the New Ordinary Shares may not be offered to the
public in the UAE. This Announcement and the Prospectus is strictly
private and confidential and is being issued to a limited number of
investors in the UAE: (i) who fall within the exemptions set out in
the SCA Rulebook (i.e. Professional Investors) and have confirmed
the same; and (ii) upon their request and confirmation that they
understand that the [shares] have not been approved or licensed by
or registered with the SCA or any other relevant licensing
authorities or governmental agencies in the UAE; and (iii) must not
be provided to any person other than the original recipient, and
may not be reproduced or used for any other purpose.
Investors in jurisdictions other than Australia, Canada, Japan,
South Africa, Switzerland and the United States should consult
their professional advisers as to whether they require any
governmental or other consents or need to observe any formalities
to enable them to purchase any New Ordinary Shares.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) the Product Intervention and Product
Governance Sourcebook of the FCA Handbook; and (b) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II") and Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II, which are incorporated into UK law
by virtue of the European Union (Withdrawal) Act 2018, as amended
by The Markets in Financial Instruments (Amendment) (EU Exit)
Regulations 2018, as amended from time to time (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 retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in the FCA Handbook; and
(ii) eligible for distribution to retail investors through advised
sales only and to professional clients and eligible counterparties
through all distribution channels as are permitted by applicable
law (the "Target Market Assessment"). Notwithstanding the Target
Market Assessment, distributors should note 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. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Initial Issue
and the Placing Programme.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or
appropriateness; 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 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.
Marketing disclosures pursuant to AIFMD (as defined below)
The Company is an externally managed alternative investment fund
and has appointed the AIFM as its alternative investment fund
manager.
Pursuant to Article 23 of AIFMD and the Alternative Investment
Fund Managers Regulations 2013 (No. 1173/2013) and the Investment
Funds Sourcebook of the FCA (the "UK AIFMD Rules"), the AIFM is
required to make available to persons in the European Union who are
invited to and who choose to participate in the Initial Issue, by
making an oral or written offer to subscribe for New Ordinary
Shares, including any individuals, funds or others on whose behalf
a commitment to subscribe for New Ordinary Shares is given (the
"Subscribers") certain information (the "Article 23 Disclosures").
For the purposes of the Initial Issue, the AIFM has made the
Article 23 Disclosures available to Subscribers in the 'Investor -
Shareholder Information' section of the Company's website at:
www.supermarketincomereit.com .
PRIIPS (as defined below)
In accordance with the Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key
information documents for packaged retail and insurance-based
investment products acts and its implementing and delegated acts,
which is incorporated into UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended by The Packaged Retail and
Insurance-based Investment Products (Amendment) (EU Exit)
Regulations 2019, as amended from time to time (the "PRIIPs
Regulation"), the AIFM has prepared a key information document (the
"KID") in respect of the Ordinary Shares. The KID is made available
by the AIFM to "retail investors" prior to them making an
investment decision in respect of the New Ordinary Shares at
www.supermarketincomereit.com .
If you are distributing New Ordinary Shares, it is your
responsibility to ensure that the KID is provided to any clients
that are "retail clients".
The Company is the only manufacturer of the New Ordinary Shares
for the purposes of the PRIIPs Regulation and neither Stifel nor
the AIFM are manufacturers for these purposes. Neither Stifel nor
the AIFM makes any representations, express or implied, or accepts
any responsibility whatsoever for the contents of the KID prepared
by the Company nor accepts any responsibility to update the
contents of the KID in accordance with the PRIIPs Regulation, to
undertake any review processes in relation thereto or to provide
the KID to future distributors of Ordinary Shares. Each of Stifel
and the AIFM and their respective affiliates accordingly disclaim
all and any liability whether arising in tort or contract or
otherwise which it or they might have in respect of the key
information documents prepared by the Company. Investors should
note that the procedure for calculating the risks, costs and
potential returns in the KID are prescribed by laws. The figures in
the KID may not reflect actual returns for the Company and
anticipated performance returns cannot be guaranteed.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
PDIMZMGGNMMGMZM
(END) Dow Jones Newswires
October 01, 2021 13:13 ET (17:13 GMT)
Supermarket Income Reit (LSE:SUPR)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Supermarket Income Reit (LSE:SUPR)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
