TIDMBBOX
RNS Number : 4389N
Tritax Big Box REIT plc
29 September 2021
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US
PERSONS, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG
KONG, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR INTO
ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION
OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
29 September 2021
TRITAX BIG BOX REIT PLC
(the " Company " and, together with its subsidiaries, the
"Group")
Proposed placing and development update
Accelerating the development opportunity in response to
unprecedented market strength in the UK
The Board of Directors (the "Board") of Tritax Big Box REIT plc
(ticker: BBOX), a leading investor in and developer of high-quality
large scale logistics real estate in the UK , today announces a
proposed placing of new ordinary shares ("Placing Shares") in the
Company to institutional investors (the "Placing").
The Placing is being conducted through an accelerated bookbuild
which will be launched immediately following release of this
announcement by Jefferies International Limited ("Jefferies") and
J.P. Morgan Securities plc, which conducts its UK investment
banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), who are acting as joint bookrunners in connection with
the Placing. Jefferies and J .P. Morgan Cazenove together with Akur
Limited ("Akur") are also acting as joint financial advisers to the
Company.
In addition to the Placing, there will be a separate offer made
by the Company of new Ordinary Shares via the PrimaryBid platform
(the "Retail Offer Shares") at the Placing Price (as defined below)
(the "Retail Offer"), to provide retail investors in the UK only
with an opportunity to acquire Retail Offer Shares. A separate
announcement will be made shortly regarding the Retail Offer and
its terms.
In conjunction with the Placing, certain Directors of the
Company intend to subscribe for, in aggregate, up to approximately
40,000 new Ordinary Shares in the Company, depending on the Placing
Price, either pursuant to the Placing or via direct subscriptions
with the Company (the "Subscriptions"), in each case at the Placing
Price (as defined below).
It is intended that the Placing, the Retail Offer and the
Subscriptions (together, the "Issue") will result in the Company
raising targeted gross proceeds of approximately GBP300 million.
The total number of Placing Shares, Retail Offer Shares and new
Ordinary Shares to be issued pursuant to the Subscriptions
(together, the "New Ordinary Shares") is expected to represent
approximately 8 per cent of the Company's existing issued ordinary
share capital.
Issue highlights
-- Proposed Issue to raise gross proceeds of approximately
GBP300 million, representing approximately 8% of the Company's
issued share capital at a price to be agreed between the Company
and the Joint Bookrunners (as defined below) following the closing
of the accelerated bookbuild exercise being undertaken in
connection with the Placing] (the "Placing Price").
-- The net proceeds of the Issue (the "Net Proceeds"), together
with associated leverage and anticipated near term investment
disposals, are expected to generate c.GBP530 million of additional
funding capacity to be used primarily to accelerate the Company's
development programme.
-- The New Ordinary Shares will be entitled to the next
quarterly dividend declared by the Company for the quarter ending
30 September 2021.
Accelerating levels of development activity supported by
unprecedented market strength in the UK
-- Market conditions in the UK's logistics sector remain very
favourable, supported by strengthening structural drivers,
occupational and investment demand at unprecedented levels and an
acute supply shortage currently resulting in approximately four
years' worth of unsatisfied occupational demand.
-- Such occupational demand is demonstrated by active
discussions with occupiers across approximately 7.0 million sq ft
of consented land and recent lettings to Ikea at Littlebrook and
HarperCollins at Glasgow, totaling 1.0 million sq ft, providing a
strong underpin to the 1.5 million sq ft of speculative development
in progress or planned to commence imminently.
-- With an increased number of sites benefiting from planning
consent and in a credible delivery state, the Company believes it
is well positioned to capitalise on the current acute occupational
supply/demand imbalance.
Opportunity to accelerate income growth at an attractive yield
on cost
-- The Company controls what it believes to be the UK's largest
logistics-focused land portfolio with the ability to develop assets
at a yield on cost of 6-8% compared to current prime investment
yields of below 4% in the market.
-- The Company expects to accelerate its investment into pre-let
development projects, speculative developments and to make further
investment in drawing down of land and associated infrastructure
works.
-- These projects are expected to deliver approximately 4.7
million sq ft of new logistics space, constructed to the highest
sustainability standards, targeting GBP34 million of potential
incremental contracted annual rent from development activity.
-- The Company will also continue to appraise potential
investment acquisitions on an opportunistic basis, in line with its
Investment Policy.
Delivering attractive returns and maintaining balance sheet
strength
-- Development activity funded by the Issue is expected to be
accretive to earnings, dividend and net asset value per share.
-- Taking into account the financial effects of the Issue and
its deployment in isolation, and excluding the impact of future
rental growth and yield movements, the targeted development
activity and associated GBP34 million of additional rental income,
on a proforma basis, would be expected by the Company to generate,
upon stabilisation:
o Growth in adjusted earnings per share of approximately
12%;
o Growth in dividends per share of approximately 12%; and
o Growth in EPRA NTA per share of approximately 7%
Note: These are illustrative returns only which seek to
highlight the pro forma impact of the deployment of the Net
Proceeds, assuming inter alia all properties are developed and
fully let, no further changes to capital structure and without
taking into account future ordinary course of business items
(including acquisitions, disposals, asset management and additional
debt). None of these figures constitute a profit forecast and there
can be no assurance that these illustrative returns (or any
returns) will be achieved by the Company. Accordingly, they should
not be taken as an indication of estimated or actual future results
and potential investors should place no reliance on these
illustrative figures in deciding whether to invest in the Company.
The Company's actual results may be positively or negatively
affected by factors beyond the control of the Company and the
actual returns generated by the Company may prove to be materially
lower than the illustrative returns set out above.
-- The Company expects to continue its disciplined approach to
balance sheet management, maintaining its LTV target range of
30-35% over the medium term.
Colin Godfrey, CEO, Fund Management, said:
"Over the past two years our logistics focused land portfolio,
which we believe to be the largest in the UK, has continued to
mature with planning consents successfully secured in a range of
attractive locations across the UK. The portfolio is now primed to
capture the significant increase in demand we are currently
experiencing, with occupier activity now reaching levels that has
the potential to exceed our original expectations of 2-3 million sq
ft of annual development over the medium term. This equity
fundraise provides us with the capital to accelerate our
development activity while preserving overall balance sheet
strength and continuing to deliver attractive returns to
shareholders."
Market update
The logistics market in the UK continues to strengthen, driven
by long-term structural changes such as the rise of e-commerce,
greater supply chain efficiencies and the need for increased
resilience. The first half of 2021 saw record levels of take up of
24.4 million sq ft, 82% above the long-term average, while
corresponding supply fell at its fastest pace resulting in a
national vacancy rate of 2%(1) .
(1) Source: Savills Research, CBRE
Development update
-- 1.0 million sq ft of development lettings recently agreed,
securing GBP8.2 million of new contracted rent across the following
sites:
o 0.5 million sq ft at Littlebrook, Phase 1. This asset has been
let during construction on a new 15-year lease to Ikea. The lease
benefits from annual rent reviews linked to CPI (2% - 4%).
o 0.6 million sq ft pre-let to HarperCollins in Glasgow. This
asset has been let on a new 15-year lease and benefits from
5-yearly rent reviews linked to CPI (2% - 4%).
-- 0.6 million of speculative construction commenced, of which
0.1 million sq ft has been let during early phase construction,
securing GBP0.8 million of new contracted rent. The Company
believes that the remaining units are capable of delivering GBP3.6
million of additional annual rent.
-- 0.9 million sq ft of further speculative construction
expected to start in H2 2021, potentially adding an additional
GBP6.5 million of annual rent. In addition, a further 0.1 million
sq ft has been pre-sold to an owner occupier.
-- Near-term development pipeline of 10.4 million sq ft, of
which approximately 87% had planning consent at 30 June 2021.
Use of proceeds
The Net Proceeds, together with associated leverage and
near-term disposals, are expected to generate up to c.GBP530
million of additional funding capacity. This will primarily be used
to accelerate the Company's development programme with a targeted
timeframe for commitment over the next 12 months, comprising:
-- Up to c.GBP450 m illion of expected development capex, of
which c.50% is already committed or expected to be committed in the
near term, broadly split evenly across the following:
o Pre-let (or let during construction) development opportunities
targeting 2.2 million sq ft of construction activity
o Speculative development opportunities targeting 2.5 million sq
ft of construction activity
o Investment in land and infrastructure to bring forward new
schemes ready for future development
-- Up to c.GBP80 million allocated towards expected investment
and asset management capex targeting 0.5 million sq ft of new space
.
The Company expects the new development projects to have the
potential to add c.GBP34 million of incremental rent, in aggregate,
and c.4.7 million sq ft of additional space when delivered .
Expected benefits and financial impacts
The Issue will allow the Company to accelerate its development
programme which is expected to be accretive to earnings, dividend
and net asset value per share.
Taking into account the financial effects of the Issue and its
deployment in isolation, and excluding the impact of future rental
growth and yield movements, the targeted development activity and
associated GBP34 million of additional rental income, on a proforma
basis, would be expected by the Company to generate, upon
stabilisation:
o Growth in adjusted earnings per share of approximately 12%,
based off the last twelve months EPS of 7.3 pence (being the sum
total of the adjusted earnings per share for the six-month periods
ending 31 December 2020 and 30 June 2021 respectively and excluding
Development Management Agreement income in excess of the Company's
stated guidance range);
o Growth in dividends per share of approximately 12% (compared
to the sum total of the dividends declared for the six-month
periods ending 31 December 2020 and 30 June 2021 respectively);
and
o Growth in EPRA NTA per share of approximately 7%.
Note: These are illustrative returns only which seek to
highlight the pro forma impact of the deployment of the Net
Proceeds, assuming inter alia all properties are developed and
fully let, no further changes to capital structure and without
taking into account future ordinary course of business items
(including acquisitions, disposals, asset management and additional
debt). None of these figures constitute a profit forecast and there
can be no assurance that these illustrative returns (or any
returns) will be achieved by the Company. Accordingly, they should
not be taken as an indication of estimated or actual future results
and potential investors should place no reliance on these
illustrative figures in deciding whether to invest in the Company.
The Company's actual results may be positively or negatively
affected by factors beyond the control of the Company and the
actual returns generated by the Company may prove to be materially
lower than the illustrative returns set out in this
announcement.
Details of the Placing
Jefferies and J.P. Morgan Cazenove are acting as joint
bookrunners (the "Joint Bookrunners") to the Company in connection
with the Placing.
The Placing is subject to the terms and conditions set out in
the appendix to this announcement (which forms part of this
announcement, together the "Announcement"). The Retail Offer will
be made on the terms outlined in a separate announcement to be made
shortly regarding the Retail Offer and its terms.
The Joint Bookrunners will today commence a bookbuilding process
in respect of the Placing (the "Bookbuild"). The Placing Price will
be decided at the close of the Bookbuild. The book will open with
immediate effect following this Announcement. The timing of the
closing of the book, pricing and allocations are at the discretion
of the Joint Bookrunners and the Company. Details of the Placing
Price, the number of Placing Shares and the number of Retail Offer
Shares will be announced as soon as practicable after the close of
the Bookbuild.
The New Ordinary Shares will rank pari passu in all respects
with the existing Ordinary Shares and each other, and will rank in
full for all dividends made, paid or declared in respect of the
Ordinary Shares by reference to a record date after their issue,
including the next quarterly dividend for the quarter ending 30
September 2021 which is expected to be declared in October
2021.
The Issue is not underwritten. The number of New Ordinary Shares
shall not exceed 9.9% of the current issued share capital of the
Company. The Placing may be scaled back by the Company for any
reason.
Applications will be made to the FCA for the New Ordinary Shares
to be admitted to the premium listing segment of the Official List
and to the London Stock Exchange for the New Ordinary Shares to be
admitted to trading on its main market for listed securities (
"Admission") . It is expected that Admission will become effective
on 4 October 2021 and that dealings in the New Ordinary Shares will
commence at 8.00 a.m. on the same day.
The Placing is conditional, among other things, upon Admission
becoming effective and the placing agreement entered into today
between, amongst others, the Company, Tritax Management LLP (the
"Manager"), the Joint Bookrunners, and Akur (the "Placing
Agreement") not being terminated in accordance with its terms. The
appendix sets out further information relating to the Bookbuild and
the terms and conditions of the Placing.
Prior to launch of the Placing, the Company consulted with a
significant number of its shareholders to gauge their feedback as
to the proposed terms of the Placing. Feedback from this
consultation was supportive and as a result the Board has chosen to
proceed with the Placing. The Placing is being structured as a
Bookbuild to minimise execution and market risk. The Board intends
to apply the principles of pre-emption when allocating Placing
Shares to existing shareholders that participate in the Placing.
The New Ordinary Shares will be issued pursuant to the allotment
and disapplication of pre-emption authorities that Shareholders
granted to the Company at its annual general meeting on 5 May
2021.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important information" section of this Announcement.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Tritax Group +44 (0) 20 8051 5060
Colin Godfrey (CEO, Fund Management) bigboxir@tritax.co.uk
Frankie Whitehead (Finance Director)
Ian Brown (Investor Relations)
Jefferies International Limited (Joint
Global Coordinator and Joint Bookrunner)
Stuart Klein
Luca Erpici
Andrew Morris +44 (0) 20 7029 8000
J.P. Morgan Cazenove (Joint Global Coordinator
and Joint Bookrunner)
James Kelly
Barry Meyers
Paul Pulze +44 (0) 20 7742 4000
Akur Limited (Joint Financial Adviser)
Anthony Richardson
Siobhan Sergeant +44 (0) 20 7493 3631
Maitland/AMO (Communications Adviser) +44 (0) 7747 113 930
James Benjamin tritax-maitland@maitland.co.uk
NOTES
Tritax Big Box REIT plc (ticker: BBOX) is the only listed
vehicle dedicated to investing in very large logistics warehouse
assets ("Big Boxes") in the UK and is committed to delivering
attractive and sustainable returns for Shareholders. Investing in
and actively managing existing built investments, land suitable for
Big Box development and developments predominantly delivered
through pre-let forward funded basis, the Company focuses on large,
well-located, modern Big Box logistics assets, let to
institutional-grade tenants on long-term leases (typically at least
12 years in length) with upward-only rent reviews and geographic
and tenant diversification throughout the UK. The Company seeks to
exploit the significant opportunity in this sub-sector of the UK
logistics market owing to strong tenant demand and limited supply
of Big Boxes.
The Company is a real estate investment trust to which Part 12
of the UK Corporation Tax Act 2010 applies ("REIT"), is listed on
the premium segment of the Official List of the UK Financial
Conduct Authority and is a constituent of the FTSE 250, FTSE
EPRA/NAREIT and MSCI indices.
Further information on Tritax Big Box REIT plc is available at
www.tritaxbigbox.co.uk
The Company's LEI is: 213800L6X88MIYPVR714
Important information
This Announcement is not for release, publication or public
distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any state of the United
States and the District of Columbia, collectively, the "United
States") or to US persons (as defined in Regulation S under the US
Securities Act (as defined below) ("Regulation S")) or into
Australia, Canada, Hong Kong, the Republic of South Africa ("South
Africa"), New Zealand or Japan or any other jurisdiction where such
distribution or offer is unlawful, except as set out below. Any
failure to comply with the foregoing restrictions may constitute a
violation of US securities and other laws.
This Announcement is for information purposes only and does not
contain or constitute an offer for sale of, or the solicitation of
an offer or an invitation to buy or subscribe for, Placing Shares
to any person in the United States, Australia, Canada, Hong Kong,
South Africa, New Zealand or Japan or in any jurisdiction to whom
or in which such offer or solicitation is unlawful.
The distribution of this Announcement may be restricted or
prohibited by law in certain jurisdictions, and accordingly it is
the responsibility of any person into who views the Announcement or
other information referred to herein to inform themselves about and
observe such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. None of the Company, Tritax, Akur,
Jefferies, JPMC or any other person accepts liability to any person
in relation thereto.
No public offering of the Placing Shares is being made in the
United States, United Kingdom, Australia, Canada, Hong Kong, South
Africa, New Zealand, Japan or elsewhere.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the EU Prospectus Regulation or UK
Prospectus Regulation (each as defined below)) to be published.
This Announcement is being distributed to persons in the United
Kingdom only in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
This Announcement is directed only at persons whose ordinary
activities involve them acquiring, holding, managing and disposing
of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating
to investments and are: (A) if in a member state of the European
Economic Area ("EEA"), "qualified investors" as defined in Article
2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation");
or (B) if in the United Kingdom, "qualified investors" as defined
in Article 2(e) of Regulation (EU) 2017/1129, as it forms part of
domestic law pursuant to the European Union (Withdrawal) Act 2018
(the "UK Prospectus Regulation") who also (a) fall within Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") (investment
professionals); (b) fall within Article 49(2)(a) to (d) (high net
worth companies, unincorporated associations, etc.) of the order;
(C) in New Zealand only to persons who are wholesale investors
within the meaning of clauses 37 to 40 of schedule 1 of the
Financial Markets Conduct Act 2013 (FMC Act) or who is an eligible
investor within the meaning of clause 41 of Schedule 1 of the FMC
Act and has delivered to the Company the necessary eligible
investor certificate in accordance with clauses 41, 43 and 46 of
Schedule 1 of the FMC Act; (D) in Australia only to persons who are
(i) either a "sophisticated investor" within the meaning of section
708(8) of the Corporations Act 2001 (Cth) ("Corporations Act") or a
"professional investor" within the meaning of section 9 and section
708(11) of the Corporations Act; and (ii) a "wholesale client" for
the purposes of section 761G(7) of the Corporations Act (and
related regulations) who has complied with all relevant
requirements in this respect; (E) "professional investors" in Hong
Kong under the Securities and Futures (Professional Investor) Rules
made under the Securities and Futures Ordinance of Hong Kong; (F)
in Israel only to investors who are listed in the first supplement
(the "First Supplement") of the Israeli Securities Law, 5728-1968,
as amended (the "Israeli Securities Law); or (G) are persons to
whom it is otherwise lawful to communicate it to, (all such persons
in (A) to (G) together being referred to as "Relevant Persons").
This Announcement must not be acted on or relied on by persons who
are not Relevant Persons. Any investment or investment activity to
which this Announcement relates is available only to Relevant
Persons and any person who is not a Relevant Person or who does not
have professional experience in matters relating to investment
should not act or rely on this Announcement.
Marketing of the Shares for the purposes of the Directive
2011/61/EU (the "AIFM Directive") and/or a third party on its
behalf mentioned herein will only take place in an EEA member state
if the Company is appropriately registered or has otherwise
complied with the requirements under the AIFM Directive (as
implemented in the relevant EEA Member State) necessary for such
marketing to take place. The Company may only market the Shares in
the following territories of the EEA: Belgium, Ireland,
Netherlands, Sweden, Switzerland, Luxembourg and Sweden.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940 (the "Investment Company Act")
and, as such, holders of the Shares will not be entitled to the
benefits of the Investment Company Act. No offer, sale, resale,
pledge, delivery, distribution or transfer of the Shares may be
made except under circumstances that will not result in the Company
being required to register as an investment company under the
Investment Company Act.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This communication is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold in
the United States, or to, or for, the account or benefit of, U.S.
persons (as defined in Regulation S under the Securities Act)
except pursuant to an applicable exemption from, or a transaction
not subject to, the registration requirements of the Securities Act
and under circumstances that would not require the Company to
register under the Investment Company Act. and in accordance with
any applicable securities laws of any state or other jurisdiction
of the United States. There will be no public offering of the
securities referred to herein in the United States.
Prospective investors should take note that, unless the Company
has consented to such acquisition in writing, the Company's Shares
may not be acquired by: (i) investors using assets of: (A) an
"employee benefit plan" as defined in Section 3(3) of the US
Employee Retirement Income Security Act of 1974, as amended
("ERISA") that is subject to Title I of ERISA; (B) a "plan" as
defined in Section 4975 of the US Internal Revenue Code of 1986, as
amended (the "US Tax Code"), including an individual retirement
account or other arrangement that is subject to Section 4975 of the
US Tax Code; or (C) an entity which is deemed to hold the assets of
any of the foregoing types of plans, accounts or arrangements that
is subject to Title I of ERISA or Section 4975 of the US Tax Code;
or (ii) a governmental, church, non-US or other employee benefit
plan that is subject to any federal, state, local or non-US law
that is substantially similar to the provisions of Title I of ERISA
or Section 4975 of the US Tax Code.
The Placing Shares have not been and will not be registered
under the applicable securities laws of any state, province or
territory of Australia, Canada, Hong Kong, South Africa, New
Zealand or Japan. Subject to certain exceptions, the Placing Shares
may not be offered or sold in Australia, Canada, Hong Kong, South
Africa, New Zealand or Japan or to, or for the account or benefit
of, any national, resident or citizen of Australia, Canada, Hong
Kong, South Africa, New Zealand or Japan.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (the "Corporations Act") or a
product disclosure statement under Chapter 7 of the Corporations
Act and will not be lodged with the Australian Securities and
Investments Commission. No offer of securities is made pursuant to
this Announcement in Australia except to a person who is (i) either
a "sophisticated investor" within the meaning of section 708(8) of
the Corporations Act or a "professional investor" within the
meaning of section 9 and section 708(11) of the Corporations Act;
and (ii) a "wholesale client" for the purposes of section 761G(7)
of the Corporations Act (and related regulations) who has complied
with all relevant requirements in this respect. No Placing 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 Corporations Act.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission; and the Placing
Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state,
province or territory of Australia. 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 Australia or any other jurisdiction outside
the United Kingdom or to, or for the account or benefit of any
national, resident or citizen of Australia.
No document has been registered, filed with or approved by any
New Zealand regulatory authority under the Financial Markets
Conduct Act 2013 (New Zealand) (the "FMC Act"). The Placing Shares
are not being offered or sold in New Zealand (or allotted with a
view to being offered for sale in New Zealand) other than to a
person who (i) is an investment business within the meaning of
clause 37 of Schedule 1 of the FMC Act; (ii) meets the investment
activity criteria specified in clause 38 of Schedule 1 of the FMC
Act; (iii) is large within the meaning of clause 39 of Schedule 1
of the FMC Act; (iv) is a government agency within the meaning of
clause 40 of Schedule 1 of the FMC Act; or (v) is an eligible
investor within the meaning of clause 41 of Schedule 1 of the FMC
Act and has delivered to the Company the necessary eligible
investor certificate in accordance with clauses 41, 43 and 46 of
Schedule 1 of the FMC Act. Any person in New Zealand who subscribes
for Placing Shares will be deemed to have represented and warranted
to the Company that it is a
wholesale investor under the FMC Act falling within one of (i)
to (v) above and further undertakes to provide all applicable
certificates under the FMC Act to the Company.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission or similar regulatory
authority of any province or territory of Canada. The offering of
the New Ordinary Shares is being made on a private placement basis
only in the provinces of British Columbia, Alberta, Manitoba,
Ontario and Quebec on a basis exempt from the requirement that the
Company prepare and file a prospectus with the relevant securities
regulatory authorities in Canada. No offer of securities is made
pursuant to this Announcement in Canada except to a person who has
represented to the Company and the Joint Bookrunners that such
person: (i) is purchasing as principal, or is deemed to be
purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale
or redistribution; (ii) is an "accredited investor" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario); (iii) is a "permitted
client" as such term is defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations and (iv) is not an individual. Any resale of
the New Ordinary Shares acquired by a Canadian investor in this
offering must be made in accordance with applicable Canadian
securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the New Ordinary Shares outside of Canada.
In South Africa, this Announcement and the related Placing is
only for distribution to persons falling within the exemptions set
out in section 96(1)(a) or (b) of the South African Companies Act
71 of 2008 (as amended) (the "South African Companies Act") and to
whom this Announcement and related Placing will be specifically
addressed (the "South African Qualifying Investors").. As such, in
South Africa, this Announcement and the related Placing do not
constitute an offer for the sale of or subscription for, or the
solicitation of an offer to buy and/or to subscribe for the Placing
Shares to the public (as defined in the South African Companies
Act), and will not be distributed to any person in South Africa in
any manner which could be construed as an offer to the public in
terms of the South African Companies Act. Should any person who is
not a South African Qualifying Investor receive this Announcement
and the related Placing, they should not and will not be entitled
to acquire any shares or otherwise act thereon.
This Announcement does not, nor is it intended to, constitute a
prospectus prepared and registered under the South African
Companies Act. Accordingly, this Announcement does not comply with
the substance and form requirements for prospectuses set out in the
South African Companies Act and the South African Companies Act
Regulations of 2011 (as amended) and has not been approved by,
and/or registered with, the South African Companies and
Intellectual Property Commission, or any other South African
authority.
The information contained in this Announcement constitutes
factual information as contemplated in section 1(3)(a) of the South
African Financial Advisory and Intermediary Services Act No. 37 of
2002 (as amended) ("FAIS") and does not constitute the furnishing
of, any "advice" as defined in section 1(1) of FAIS. The
information contained in this Announcement should not be construed
as an express or implied recommendation, guidance or proposal that
any particular transaction is appropriate to the particular
investment objectives, financial situations or needs of a
prospective investor, and nothing in this Announcement should be
construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa.
This Announcement does not constitute an offer to sell, or the
solicitation of an offer to buy, any security in Japan. The Placing
Shares have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan (Law No.25 of 1948, as
amended) (the "FIEL") and no securities registration statement
under the FIEL has been filed. Accordingly, the Placing Shares may
not (unless an exemption of the registration requirement under the
FIEL is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Japan or to, or for the account or
benefit of any national, resident or citizen of Japan.
The information provided herein does not constitute an offer of
Placing Shares in Switzerland pursuant to the Swiss Financial
Services Act ("FinSA") and its implementing ordinance. This is
solely an advertisement pursuant to FinSA and its implementing
ordinance for the Placing Shares.
The offer and marketing of the New Ordinary Shares in
Switzerland will be exclusively made to, and directed at, qualified
investors (the "Swiss Qualified Investors"), as defined in Article
10(3) of the Swiss Collective Investment Schemes Act in conjunction
with Article 4(4) of FinSA, i.e. institutional clients, at the
exclusion of professional clients with opting-out pursuant to
Article 5(3) FinSA ("Excluded Swiss Qualified Investors").
Accordingly, the Company has not been and will not be registered
with the Swiss Financial Market Supervisory Authority and no
representative or paying agent have been or will be appointed in
Switzerland. This Announcement and/or any other offering or
marketing materials relating to the Placing Shares may be made
available in Switzerland solely to Swiss Qualified Investors, at
the exclusion of Swiss Excluded Qualified Investors.
In Israel, the this Announcement is only for distribution to
persons who are listed in the First Supplement, consisting
primarily of joint investment in trust funds, provident funds,
insurance companies, banks, portfolio managers, investment
advisors, members of the Tel Aviv Stock Exchange, underwriters
purchasing for their own account, venture capital funds, entities
with shareholders' equity in excess of 50 million new Israeli
shekels and high net worth individuals who meet the qualifications
specified in the Israeli Securities Law, 5728 1968, as amended,
each as defined in the First Supplement (as it may be amended from
time to time, collectively referred to as the "Eligible
Investors"). Eligible Investors shall be required to submit a
written confirmation that they fall within the scope of the First
Supplement.
Any person in the UK or the EEA who acquires the Placing Shares
in any offer or to whom any offer of the Placing Shares is made
will be deemed to have represented and agreed that it is a Relevant
Person. Any investor will also be deemed to have represented and
agreed that any Placing Shares acquired by it in the offer have not
been acquired on behalf of persons in the UK or the EEA other than
Relevant Per-sons for whom the investor has authority to make
decisions on a wholly discretionary basis, nor have the Shares been
acquired with a view to their resale in the UK or the EEA to
persons where this would result in a requirement for publication by
the Company, Tritax, Akur, Jefferies or JPMC of a prospectus
pursuant to the UK Prospectus Regulation and the EU Prospectus
Regulation.
In connection with the Placing, the Joint Bookrunners and any of
their respective affiliates, acting as investors for their own
account, may take up a portion of the shares in the Placing as a
principal position and in that capacity may retain, subscribe for,
purchase, sell, offer to sell for their own accounts such shares
and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references
to Placing Shares being offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by, the Joint
Bookrunners and any of their respective affiliates acting in such
capacity. In addition, the Joint Bookrunners and any of their
respective affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Joint
Bookrunners and any of their respective affiliates may from time to
time acquire, hold or dispose of shares. The Joint Bookrunners do
not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the proposed investment trust. Any
such determination should involve, among other things, an
assessment of the legal, tax, accounting, regulatory, financial,
credit and other related aspects of the securities.
This Announcement does not purport to be all inclusive or to
contain sufficient information to support an investment decision
and speaks only as of the date hereof. Investors should ensure that
they obtain all available relevant information before making any
investment. This Announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this Announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity. Nothing in this Announcement constitutes
investment advice and any recommendations that may be contained
herein have not been based upon a consideration of the investment
objectives, financial situation or particular needs of any specific
recipient.
The information and opinions contained in this announcement are
provided as at the date of the document and are subject to change
and no representation or warranty, express or implied, is or will
be made in relation to, and no responsibility or liability is or
will be accepted by Akur, Jefferies, JPMC, Tritax or their
respective Affiliates as to, or in relation to, the accuracy,
reliability, or completeness of any information contained in this
Announcement and Akur, Jefferies, JPMC and Tritax (for themselves
and on behalf of their Affiliates) hereby expressly disclaim any
and all responsibility or liability (other than in respect of a
fraudulent misrepresentation) for the accuracy, reliability and
completeness of such information or for any loss howsoever arising,
directly or indirectly, from any use of such information or
otherwise arising in connection therewith. In addition, no duty of
care or otherwise is owed for any loss, cost or damage suffered or
incurred as a result of the reliance on such information or
otherwise arising in connection with this Announcement or on its
completeness, accuracy or fairness. This Announcement has not been
approved by any competent regulatory or supervisory authority.
Potential investors should be aware that any investment in the
Company is speculative, involves a high degree of risk, and could
result in the loss of all or substantially all of their investment.
Results can be positively or negatively affected by market
conditions beyond the control of the Company or any other person.
The returns set out in this Announcement are targets only. There is
no guarantee that any returns set out in this announcement can be
achieved or can be continued if achieved, nor that the Company will
make any distributions whatsoever. There may be other additional
risks, uncertainties and factors that could cause the returns
generated by the Company to be materially lower than the returns
set out in this Announcement. All projections, estimations,
forecasts, budgets or similar expressions in this Announcement are
illustrative exercises involving significant elements of judgement
and analysis and using the assumptions described herein, which
assumptions, judgements and analyses may or may not prove to be
correct. The actual outcome may be materially affected by changes
in e.g. economic and/or other circumstances. Therefore, in
particular, but without prejudice to the generality of the
foregoing, no representation or warranty is given as to the
achievability or reasonableness or any projection of the future,
budgets, forecasts, management targets or estimates, prospects or
returns. You should not do anything (including entry into any
transaction of any kind) or forebear to do anything on the basis of
this Announcement. Before entering into any arrangement, commitment
or transaction you should take steps to ensure that you understand
the transaction and have made an independent assessment of the
appropriateness of the transaction in light of your own objectives
and circumstances, including the possible risks and benefits of
entering into such a transaction.
The information in this Announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur. Prospective investors are cautioned not to place undue
reliance on such forward-looking statements.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Jefferies, J.P. Morgan Cazenove, Akur nor any of their respective
affiliates or agents (or any of their respective directors,
officers, employees or advisers) for the contents of the
information contained in this Announcement, or any other written or
oral information made available to or publicly available to any
interested party or its advisers, or any other statement made or
purported to be made by or on behalf of Jefferies, J.P. Morgan
Cazenove, Akur or any of their respective affiliates in connection
with the Company, the Placing Shares or the Placing and any
responsibility and liability whether arising in tort, contract or
otherwise therefore is expressly disclaimed. Jefferies, J.P. Morgan
Cazenove, Akur and their respective affiliates accordingly disclaim
all and any liability, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied, is made by
Jefferies, J.P. Morgan Cazenove, Akur or any of their respective
affiliates as to the accuracy, fairness, verification, completeness
or sufficiency of the information contained in this Announcement
and nothing in this Announcement is, or shall be relied upon as, a
promise or representation in this respect, whether as to the past
or future.This Announcement does not constitute or form part of,
and should not be construed as, any offer or invitation or
inducement for sale, transfer or subscription of, or any
solicitation of any offer or invitation to buy or subscribe for or
to underwrite, any share in the Company or to engage in investment
activity (as defined by FSMA) 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 recommendation regarding any securities. The price
and value of securities and any income derived from them can go
down as well as up and investors may not get back the full amount
invested on disposal of the securities. Past performance is not a
guide to future performance.
Jefferies, and Akur, which are each authorised and regulated in
the United Kingdom by the UK Financial Conduct Authority, are
acting exclusively for the Company and no one else in connection
with the Placing and Admission. Neither Jefferies , nor Akur will
regard any other person as their respective clients in relation to
the subject matter of this Announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to their respective clients, nor for providing advice in
relation to the Placing, Admission, the contents of this
Announcement or any transaction, arrangement or other matter
referred to herein.
J.P. Morgan Cazenove, which is authorised in the United Kingdom
by the Prudential Regulation Authority (the "PRA") and regulated by
the PRA and the Financial Conduct Authority (the "FCA"), is acting
for the Company and no-one else in connection with the Placing and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of J.P. Morgan
Cazenove nor for providing advice in relation to the Placing, the
contents of this Announcement or any transaction, arrangement or
other matter referred to herein.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Jefferies, J.P. Morgan Cazenove or
Akur.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Jefferies, J.P. Morgan Cazenove or
Akur.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this Announcement.
In accordance with the Packaged Retail and Insurance-based
Investment Products Regulation (EU) No 1286/2014, the Key
Information Document relating to the Company is available to
investors at https://www.tritaxbigbox.co.uk/.
The UK Financial Conduct Authority has approved the marketing of
the Ordinary Shares in the UK in accordance with regulation 54 of
the UK Alternative Investment Fund Managers Regulations 2013, as
amended. The Manager has made applications to, and (where
applicable) received approval from, the national competent
authorities of Belgium, Finland, Ireland, Luxembourg, the
Netherlands and Sweden to market the Ordinary Shares in those
jurisdictions in accordance with the national laws implementing
article 42 of Directive 2011/61/EU on alternative investment fund
managers ("EU AIFMD") in these jurisdictions. Marketing of Ordinary
Shares is not permitted, and no person may carry out marketing
within the meaning of the EU AIFMD, in any other jurisdiction
within the European Economic Area where the Manager has not
obtained the requisite approval from the national competent
authority of such jurisdiction.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; (c) local implementing measures within the European
Economic Area; and (d) local implementing measures in the United
Kingdom as they form part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended, and regulations
made under that Act (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 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, 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.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Jefferies and J.P. Morgan Cazenove 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 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.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (the
"EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(1)(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), (B) IF IN THE
UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF THE EU PROSPECTUS REGULATION, AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMED (THE "UK PROSPECTUS REGULATION") WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH
VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II)
ARE "UK QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA"), (C)
PROFESSIONAL INVESTORS IN HONG KONG UNDER THE SECURITIES AND
FUTURES (PROFESSIONAL INVESTOR) RULES MADE UNDER THE SECURITIES AND
FUTURES ORDINANCE OF HONG KONG; AND (D) OTHERWISE, TO PERSONS TO
WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (ANY SUCH
PERSONS REFERRED TO IN (A)-(D), BEING REFERRED TO AS "RELEVANT
PERSONS"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS
ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT
PERSON. 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 APPIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT AND THIS APPIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, ISRAEL
HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS DOCUMENT (AND THE INFORMATION CONTAINED
HEREIN) IS NOT INTED TO AND DOES NOT CONTAIN OR CONSTITUTE AN OFFER
OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR,
SECURITIES IN AUSTRALIA, CANADA, ISRAEL JAPAN, NEW ZEALAND, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
The offer and marketing of the Placing Shares of the Company in
Switzerland will be exclusively made to, and directed at, qualified
investors (the "Qualified Investors"), as defined in Article 10(3)
of the Swiss Collective Investment Schemes Act ("CISA") in
conjunction with Article 4(4) of the Swiss Financial Services Act
("FinSA"), i.e. institutional clients, at the exclusion of
professional clients with opting-out pursuant to Article 5(3) FinSA
("Excluded Qualified Investors"). Accordingly, the Company has not
been and will not be registered with the Swiss Financial Market
Supervisory Authority (FINMA) and no representative or paying agent
have been or will be appointed in Switzerland. This announcement
and/or any other offering or marketing materials relating to the
Placing Shares of the Company may be made available in Switzerland
solely to Qualified Investors, at the exclusion of Excluded
Qualified Investors.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA,
ITS TERRITORIES OR POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES") OR TO
US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT
("REGULATION S")) ("US PERSONS"). THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES. THE PLACING SHARES (AS DEFINED BELOW)
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES
ACT OF 1933, AS AMED (THE "US SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US
PERSONS, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY
RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE
WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES.
THE COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
INVESTMENT COMPANY ACT OF 1940, AS AMED (THE "US INVESTMENT COMPANY
ACT") AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THE US
INVESTMENT COMPANY ACT.
THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED
STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES
ACT.
THE SHARES ARE BEING OFFERED AND SOLD MAY ONLY BE OFFERED AND
SOLD TO INVESTORS IN ISRAEL WHO ARE LISTED IN THE FIRST SUPPLEMENT
OF THE ISRAELI SECURITIES LAW, 5728--1968, AS AMED (THE "FIRST
SUPPLEMENT"), CONSISTING PRIMARILY OF JOINT INVESTMENT IN TRUST
FUNDS, PROVIDENT FUNDS, INSURANCE COMPANIES, BANKS, PORTFOLIO
MANAGERS, INVESTMENT ADVISORS, MEMBERS OF THE TEL AVIV STOCK
EXCHANGE, UNDERWRITERS PURCHASING FOR THEIR OWN ACCOUNT, VENTURE
CAPITAL FUNDS, ENTITIES WITH SHAREHOLDERS' EQUITY IN EXCESS OF 50
MILLION NEW ISRAELI SHEKELS AND HIGH NET WORTH INDIVIDUALS WHO MEET
THE QUALIFICATIONS SPECIFIED IN THE ISRAELI SECURITIES LAW,
5728--1968, AS AMED, EACH AS DEFINED IN THE FIRST SUPPLEMENT (AS IT
MAY BE AMED FROM TIME TO TIME, COLLECTIVELY REFERRED TO AS THE
"ELIGIBLE INVESTORS"). ELIGIBLE INVESTORS SHALL BE REQUIRED TO
SUBMIT A WRITTEN CONFIRMATION THAT THEY FALL WITHIN THE SCOPE OF
THE FIRST SUPPLEMENT.
THE MANAGER IS AUTHORISED FOR THE MANAGEMENT OF THE COMPANY AND
MARKETING OF THE NEW ORDINARY SHARES IN THE UNITED KINGDOM AND IS
SUPERVISED BY THE FINANCIAL CONDUCT AUTHORITY ("FCA"). IN
ACCORDANCE WITH ARTICLE 42 OF DIRECTIVE 2011/61/EU OF THE EUROPEAN
PARLIAMENT AND OF THE COUNCIL OF 8 JUNE 2011 ON ALTERNATIVE
INVESTMENT FUND MANAGERS, AS IMPLEMENTED INTO THE NATIONAL LAW OF
THE RELEVANT EEA MEMBER STATES ("AIFMD"), THE MANAGER HAS SUBMITTED
NOTIFICATIONS AND, WHERE APPLICABLE, RECEIVED APPROVAL FROM THE
NATIONAL COMPETENT AUTHORITY TO MARKET PLACING SHARES TO
PROFESSIONAL INVESTORS IN FINLAND, IRELAND, LUXEMBOURG,
NETHERLANDS, DENMARK, NORWAY AND SWEDEN, AND ALSO IN THE UNITED
KINGDOM. PURSUANT TO THE ALTERNATIVE INVESTMENT FUND MANAGERS
REGULATIONS 2013 (NO. 1173/2013) AND THE INVESTMENT FUNDS
SOURCEBOOK OF THE FCA (THE "UK AIFMD RULES"), THE MANAGER HAS BEEN
DULY NOTIFIED BY THE FCA THAT THE RELEVANT MARKETING NOTIFICATIONS
HAVE BEEN MADE BY THE FCA TO THE RELEVANT COMPETENT AUTHORITIES IN
THOSE JURISDICTIONS.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (LAW
NO.25 OF 1948, AS AMED) (THE "FIEL") AND NO SECURITIES REGISTRATION
STATEMENT UNDER ARTICLE 4, PARAGRAPH 1 OF THE FIEL HAS BEEN
FILED.
EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS
OF A SUBSCRIPTION FOR THE PLACING SHARES.
Jefferies International Limited and Jefferies GmbH (together
"Jefferies") and J.P. Morgan Securities plc, which conducts its UK
investment banking activities as J.P. Morgan Cazenove, ("JPMC" and
together with Jefferies, the "Joint Bookrunners") are acting as
joint global co-ordinators, joint bookrunners, joint financial
advisers, and placing agents and arrangers of the Company in
connection with the Placing. Akur Limited ("Akur") is acting as
joint financial adviser in relation to the Placing.
Persons who are invited to and who choose to participate in the
Placing (as defined below), by making an oral or written offer to
subscribe for Placing Shares, including any individuals, funds or
others on whose behalf a commitment to subscribe for Placing Shares
is given (the "Placees"), will be deemed to have read and
understood this announcement, (such announcement and the Appendix
together being the "Announcement") including this Appendix, in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix. In
particular each such Placee represents, warrants and acknowledges
that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its
business;
(b) in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(i) it is a qualified investor within the meaning of Article
2(e) of the UK Prospectus Regulation;
(ii) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 2(d) and
Article 5(1) of the UK Prospectus Regulation:
(A) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other
than UK Qualified Investors or in circumstances in which the prior
consent of the Joint Bookrunners has been given to each such
proposed offer or resale;
(B) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than UK Qualified Investors,
the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons; and
(c) in the case of a Relevant Person in a member state of the
EEA (each, a "Relevant Member State") who acquires any Placing
Shares pursuant to the Placing:
(i) it is a qualified investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(ii) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 2(d) and
Article 5(1) of the EU Prospectus Regulation:
(A) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of the Joint Bookrunners has been given to each such
proposed offer or resale; and
(B) where Placing Shares have been acquired by it on behalf of
persons in any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such
persons.
(d) it (and any person on whose account it is acting) is and at
the time the Placing Shares are acquired, will be, either:
(i) a non-US person located outside the United States and is
acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S; or
(ii) a "qualified institutional buyer" ("QIB") as defined in
Rule 144A under the US Securities Act that is also a "qualified
purchaser" ("Qualified Purchaser") as defined in Section 2(a)(51)
of the US Investment Company Act and the related rules
thereunder.
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.
None of the Joint Bookrunners nor Akur, nor any of their
respective affiliates, agents, directors, officers or employees,
make any representation to any Placees regarding an investment in
the Placing Shares.
Notices to Certain Overseas Investors
Canada: The relevant clearances have not been, and nor will they
be, obtained from the securities commission or similar regulatory
authority of any province or territory of Canada. The offering of
the Placing Shares is being made on a private placement basis only
in the provinces of British Columbia, Alberta, Manitoba, Ontario
and Quebec and is exempt from the requirement that the Company
prepare and file a prospectus with the relevant securities
regulatory authorities in Canada. No offer of securities is made
pursuant to this Announcement in Canada except to a person who has,
among other things, represented to the Company and the Joint
Bookrunners that such person: (i) is purchasing as principal, or is
deemed to be purchasing as principal in accordance with applicable
Canadian securities laws, for investment only and not with a view
to resale or redistribution; (ii) is an "accredited investor" as
such term is defined in section 1.1 of National Instrument 45-106
Prospectus Exemptions or, in Ontario, as such term is defined in
section 73.3(1) of the Securities Act (Ontario); (iii) is a
"permitted client" as such term is defined in section 1.1 of
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations and (iv) is not an individual.
Any resale of the Placing Shares acquired by a Canadian investor in
this offering must be made in accordance with applicable Canadian
securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission; and the Placing
Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state,
province or territory of Australia. 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 Australia or any other jurisdiction outside
the United Kingdom or to, or for the account or benefit of any
national, resident or citizen of Australia.
No product disclosure statement or other disclosure document has
been registered, filed with or approved by any New Zealand
regulatory authority under the Financial Markets Conduct Act 2013
(New Zealand) (the "FMC Act"). Accordingly, the Placing Shares may
not (unless an exemption under the FMC Act is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into New Zealand.
The Placing Shares have not been and will not be registered
under the FIEL and no securities registration statement under the
FIEL has been filed. Accordingly, the Placing Shares may not
(unless an exemption of the registration requirement under the FIEL
is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Japan or to, or for the account or benefit
of any national, resident or citizen of Japan.
In South Africa, each Placee represents, warrants and
acknowledges that:
(a) this Announcement and the related Placing is only for
distribution to persons falling within the exemptions set out in
section 96(1)(a) or (b) of the South African Companies Act (as
defined above) and to whom this Placing will be specifically
addressed;
(b) this Announcement and the related Placing does not
constitute an offer for the sale of or subscription for, or the
solicitation of an offer to buy and/or to subscribe for shares to
the public as defined in the South African Companies Act and will
not be distributed to any person in South Africa in any manner
which could be construed as an offer to the public in terms of the
South African Companies Act;
(c) should any person who is not a South African Qualifying
Investor (as defined above) receive this Announcement and the
related Placing, they should not and will not be entitled to
acquire any shares or otherwise act thereon;
(d) this Announcement does not, nor is it intended to,
constitute a prospectus prepared and registered under the South
African Companies Act and accordingly, this Announcement does not
comply with the substance and form requirements for prospectuses
set out in the South African Companies Act and the South African
Companies Act Regulations of 2011 and has not been approved by,
and/or registered with, the South African Companies and
Intellectual Property Commission, or any other South African
authority; and
(e) the information contained in this Announcement in respect of
the Placing constitutes factual information as contemplated in
section 1(3)(a) of FAIS (as defined above) and does not constitute
the furnishing of, any "advice" as defined in section 1(1) of FAIS,
and, furthermore, the information contained in this Placing should
not be construed as an express or implied recommendation, guidance
or proposal that any particular transaction is appropriate to the
particular investment objectives, financial situations or needs of
a prospective investor, and nothing in this Announcement should be
construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa.
Details of the Placing Agreement and of the Placing Shares
Each of the Joint Bookrunners, the Company, Tritax Management
LLP (the "Manager") and Akur have today entered into a placing
agreement (the "Placing Agreement") pursuant to which the Joint
Bookrunners have agreed that they will, as agent for and on behalf
of the Company, use their reasonable endeavours to procure Placees
for up to 170,259,651 new ordinary shares of GBP0.01 each in the
capital of the Company (the "Placing Shares") at such price, if
any, to be determined following completion of the Bookbuild (as
defined below) and as may be agreed between the Company and the
Joint Bookrunners and set out in the executed term sheet (the "Term
Sheet") (the "Placing") on the terms and subject to the conditions
set out in the Placing Agreement. For the avoidance of doubt, the
Joint Bookrunners shall not be under any obligation to subscribe
for any Placing Shares as principal and the Joint Bookrunners shall
pay to the Company the proceeds actually received by them from
Placees with respect to the Placing in accordance with the Placing
Agreement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of GBP0.01 each in the capital of the Company (the "Ordinary
Shares"), including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after Admission (as defined below).
Applications for listing and admission to trading
Applications have been made to the FCA for admission of the
Placing Shares to the premium listing segment of the Official List
of the UK Listing Authority (the "Official List") and to London
Stock Exchange plc (the "London Stock Exchange") for admission to
trading of the Placing Shares on its main market for listed
securities (together, "Admission"). It is expected that Admission
will become effective at around 8.00 a.m. on 4 October 2021 (or
such later time and date as may be agreed by the Company after the
close of the Bookbuild (as defined below)) and that dealings in the
Placing Shares will commence at that time.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding
process to determine demand for participation in the Placing by
Placees (the "Bookbuild"). This Appendix gives details of the terms
and conditions of, and the mechanics for participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
The Joint Bookrunners shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in its
absolute discretion following consultation with the Company,
determine.
Participation in, and principal terms of, the Placing
1. The Joint Bookrunners are acting as joint global
co-ordinators, bookrunners, joint financial advisers, placing
agents and arrangers of the Company in connection with the
Placing.
2. Akur is acting as joint financial adviser in relation to the Placing.
3. 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 respective
agents and affiliates are entitled to enter bids in the Bookbuild
as principal.
4. The Bookbuild, if successful, will establish the number of
Placing Shares to be issued by the Company pursuant to the Placing
and a single price per Placing Share payable to the Joint
Bookrunners by all Placees whose bids are successful (the "Placing
Price"), to be determined by the Company (in consultation with the
Joint Bookrunners) following completion of the Bookbuild. The
number of Placing Shares to be issued and the Placing Price will be
announced on a FCA-listed Regulatory Information Service ("RIS")
following the completion of the Bookbuild (the "Placing Results
Announcement").
5. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
one of the Joint Bookrunners. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at either the Placing Price which is ultimately established by the
Company and the Joint Bookrunners or at prices up to a price limit
specified in its bid. Bids may be scaled down by the Joint
Bookrunners on the basis referred to in paragraph 9 below. The
Joint Bookrunners are arranging the Placing as joint agents of the
Company.
6. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the Joint
Bookrunners' consent will not be capable of variation or revocation
after the time at which it is submitted. Each Placee's obligations
will be owed to the Company and the Joint Bookrunners. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the Joint Bookrunners as joint agents of the
Company, to pay in cleared funds immediately on the settlement
date, in accordance with the registration and settlement
requirements set out below, an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to subscribe for and the Company has agreed to allot.
7. The Bookbuild is expected to close no later than 6:30 p.m.
(London time) on 29 September 2021 but may be closed earlier or
later at the absolute discretion of the Joint Bookrunners and the
Company. The Joint Bookrunners may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed.
8. Each prospective Placee's allocation will be determined by
the Company (in consultation with the Joint Bookrunners) and will
be confirmed orally by the Joint Bookrunners (as joint agents for
the Company) following the close of the Bookbuild and a trade
confirmation will be despatched thereafter. This oral confirmation
to such Placee will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) in favour of the Joint Bookrunners and the Company to
subscribe for the number of Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this Appendix
and in accordance with the Company's articles of association. All
obligations under the Bookbuild and Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Right to terminate under the Placing
Agreement". By participating in the Bookbuild, 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.
9. The Joint Bookrunners may choose to accept or reject bids,
either in whole or in part, on the basis of allocations determined
in agreement with the Company and may scale down any bids for this
purpose on such basis as they may determine. The Joint Bookrunners
may also, notwithstanding paragraphs 5 and 6 above and subject to
prior consent of the Company (i) allocate Placing Shares after the
time of any initial allocation to any person submitting a bid after
that time and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The Company
reserves the right (upon agreement with the Joint Bookrunners) to
reduce or seek to increase the amount to be raised pursuant to the
Placing, in its absolute discretion.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
11. 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.
12. To the fullest extent permissible by law, neither the Joint
Bookrunners nor Akur, the Manager, the Company nor any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (whether in contract,
tort or otherwise) to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, neither
the Joint Bookrunners nor Akur, the Manager, the Company nor any of
their respective affiliates, agents, directors, officers or
employees shall have any liability (whether in contract, tort or
otherwise and including to the fullest extent permissible by law,
any fiduciary duties) in respect of the Joint Bookrunners' conduct
or of such alternative method of effecting the Placing as the Joint
Bookrunners, their respective affiliates and the Company may
agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Joint Bookrunners under the Placing
Agreement in respect of the Placing Shares are conditional on
customary terms and conditions, including among others:
(a) agreement being reached between the Company and the Joint
Bookrunners on the number of Placing Shares to be issued pursuant
to the Placing and the Placing Price;
(b) none of the representations and warranties of the Company
and the Manager respectively contained in the Placing Agreement
being untrue and inaccurate in any respect which, in the good faith
opinion of the Joint Bookrunners, is material, or otherwise
misleading in any respect on (i) the date of the Placing Agreement;
(ii) date of completion of the Bookbuild; and (iii) at all times
before Admission by reference to the facts and circumstances from
then subsisting;
(c) the Company and the Manager complying in all material
respects with their respective obligations under the Placing
Agreement to the extent the same fall to be performed prior to
Admission;
(d) the Company allotting, subject only to Admission, the
Placing Shares to the Placees in accordance with the Placing
Agreement; and
(e) Admission taking place by not later than 8.00 a.m. (London
time) on 4 October 2021, or such later date as may be agreed
between the Company and the Joint Bookrunners, not being later than
15 October 2021 .
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, are waived or extended in writing by the Joint
Bookrunners) or have become incapable of fulfilment on or before
the date or time specified for the fulfilment thereof (or such
later date and/or time as the Joint Bookrunners may agree), or (ii)
the Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placees' 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. The Joint Bookrunners
may, in their absolute discretion, waive certain conditions
contained in the Placing Agreement. Any such extension or waiver
will not affect Placees' commitments as set out in this
Announcement.
Neither the Joint Bookrunners nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision it or
they may make as to whether or not to waive or to extend the time
and/or the date for the satisfaction of any condition to the
Placing nor for any decision it or 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.
Lock-up
The Company has agreed with the Joint Bookrunners that it will
not, and will procure that none of its subsidiaries will, at any
time between the date of this Agreement and 90 calendar days after
the day of the Placing Agreement, without the prior written consent
of the Joint Bookrunners (such consent not to be unreasonably
withheld or delayed), (i) issue, allot, offer, pledge, sell,
contract to sell, grant any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend or otherwise transfer or dispose of,
directly or indirectly, any Ordinary Shares or other shares in the
capital of the Company or any securities convertible into or
exchangeable for Ordinary Shares or other shares in the capital of
the Company or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic
consequences of ownership of Ordinary Shares or other shares in the
capital of the Company, whether any such transaction described in
(i) or (ii) above is to be settled by delivery of Ordinary Shares
or other shares in the capital of the Company or such other
securities, in cash or otherwise, provided that the foregoing shall
not apply to the issue and offer by or on behalf of the Company of
(i) the Placing Shares pursuant to the Placing, or (ii) the issue
of Ordinary Shares to the Manager pursuant to the terms of the
investment management agreement between the Manager and the Company
dated 2 July 2014 and as amended and restated from time to time, or
(iii) the issue of Ordinary Shares pursuant to the retail offer on
the PrimaryBid Limited platform launching at the same time as the
Placing.
Right to terminate under the Placing Agreement
At any time before Admission, the Joint Bookrunners, in their
absolute discretion, are entitled to terminate the Placing
Agreement by giving notice in writing to Akur, the Company and the
Manager if, amongst other things, (i) any matter or circumstance
arises as a result of which the Joint Bookrunners expect that any
of the conditions contained in the Placing Agreement will not be
satisfied or waived (if capable of waiver) by the Joint Bookrunners
and continues not to be satisfied at Admission; or (ii) in the
opinion of the Joint Bookrunners or Akur acting in good faith the
Company's and the Manager's respective representations and
warranties are not true and accurate or have become misleading by
reference to the facts subsisting from time to time; or (iii) in
the good faith opinion of any Joint Bookrunner, there has been a
material adverse change affecting the condition (financial,
operational, legal or otherwise), in the earnings, management,
business affairs, general affairs, solvency, credit rating or
business prospects of the Group as a whole and/or the Manager,
whether or not arising in the ordinary course of the business,
since the date of the Placing Agreement; or (iv) the occurrence of
a force majeure or market disruption event as specified in the
Placing Agreement.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any right of termination or other
discretion under the Placing Agreement shall be within their
absolute discretion and that the Joint Bookrunners do not need to
make any reference to Placees and that the Joint Bookrunners shall
not have any liability to Placees whatsoever in connection with any
such exercise and neither the Company, none of the Joint
Bookrunners, nor any of their respective directors, officers,
employees, agents or affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure to
exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing and no such prospectus is required (in
accordance with the EU Prospectus Regulation and the UK Prospectus
Regulation) to be published. Placees' commitments will be made
solely on the basis of the information contained in this
Announcement (including this Appendix) released by the Company
today and any information publicly announced to a RIS by or on
behalf of the Company on or prior to the date of this Announcement
and subject to the further terms set forth in the contract note to
be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) and
all other publicly available information previously and
simultaneously published by the Company by notification to a
Regulatory Information Service or otherwise filed by the Company is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, the Manager, Akur, the Joint Bookrunners or any other
person and none of the Company, the Manager, Akur, the Joint
Bookrunners or any of their respective affiliates 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. Nothing in this paragraph shall
exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), 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 in certificated form if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price and settlement instructions. The terms
and conditions of this announcement shall be deemed to be
incorporated into the contract note and will be legally binding on
the Placee on behalf of which it is made and, except with the
relevant Joint Bookrunner's consent, will not be capable of
variation or revocation from the time at which it is issued. Each
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions that it has in place
with the applicable Joint Bookrunner.
The Company will deliver the Placing Shares to a CREST account
operated by Jefferies International Limited (as settlement agent
for and on behalf of the Company) (the "Settlement Agent") and the
Settlement Agent will enter its delivery (DEL) instruction into the
CREST system. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement will be on 4 October 2021 (or
such later date as may be announced by the Company after the close
of the Bookbuild) on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners (as joint agents for the
Company) may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds,
for the account and benefit of the Joint Bookrunners, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties thereon) or other similar taxes imposed in
any jurisdiction which may arise upon the sale of such Placing
Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
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. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties and further terms
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners
(in their capacity as joint global co-ordinators, joint
bookrunners, joint financial advisors placing agents and arrangers
of the Company) and Akur (in its capacity as joint financial
advisor of the Company), in each case as a fundamental term of its
application for Placing Shares, that:
(a) it has read and understood this Announcement, including this
Appendix, in its entirety and that its participation in the
Bookbuild and the Placing and its acquisition of Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
(b) that no offering document or prospectus or offering document
has been or will be prepared in connection with the Placing and it
has not received and will not receive a prospectus, admission
document or other offering document in connection with the
Bookbuild, the Placing or the Placing Shares;
(c) the Placing does not constitute a recommendation or
financial product advice and the Joint Bookrunners have not had
regard to such Placee's particular objectives, financial situation
and needs;
(d) if it has received any "inside information" for the purposes
of the Market Abuse Regulation (EU Regulation No. 596/2014) as
brought into UK domestic law through the European Union
(Withdrawal) Act 2018 (as amended by the European Union (Withdrawal
Agreement) Act 2020)) and various secondary implementing
regulations, with effect from 1 January 2021 ("UK MAR") and section
56 of the Criminal Justice Act 1993 in relation to the Company and
its securities about the Company in advance of this announcement,
it has not: (i) dealt (or attempted to deal) in the securities of
the Company; (ii) encouraged, recommended, induced or required
another person to deal in the securities of the Company; or (iii)
disclosed such information to any person except as permitted by UK
MAR, prior to the information being made publicly available;
(e) it has the power and authority to carry on the activities in
which it is engaged, to subscribe and/or acquire Placing Shares and
to execute and deliver all documents necessary for such
acquisition;
(f) that none of the Company, the Manager, Akur, the Joint
Bookrunners any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
has provided, and none of them will provide, it with any material
regarding the Placing Shares or the Company or any other person
other than information included in this Announcement (including
this Appendix), nor has it requested the Joint Bookrunners, Akur,
the Manager, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such
information;
(g) (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of
the Company prior to the date of this Announcement (the "Publicly
Available Information"); (ii) the Company's ordinary shares are
listed on the Official List and the Company is therefore required
to publish certain business and financial information in accordance
with the rules and practices of the London Stock Exchange and
relevant regulatory authorities (the "Exchange Information"), which
includes a description of the nature of the Company's business,
most recent balance sheet and profit and loss account, and similar
statements for preceding years, and it has reviewed such Exchange
Information as it has deemed necessary or that it is able to obtain
or access the Exchange Information without undue difficulty; and
(iii) it has had access to such financial and other information
(including the business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing and the Placing
Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has
satisfied itself that the information is still current and relied
on that investigation for the purposes of its decision to
participate in the Placing;
(h) (i) none of the Company, the Manager, Akur, the Joint
Bookrunners or any of their respective affiliates has made any
representations to it, express or implied, with respect to the
Company, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information or
the Exchange Information, and each of them expressly disclaims any
liability in respect thereof; and (ii) it will not hold the Joint
Bookrunners, Akur, the Manager or any of their respective
affiliates responsible for any misstatements in or omissions from
any Publicly Available Information or any Exchange Information.
Nothing in this paragraph or otherwise in this Announcement
(including this Appendix) excludes the liability of any person for
fraudulent misrepresentation made by that person;
(i) unless otherwise agreed with the Joint Bookrunners, other
than as set out in paragraphs (dd), (ee), (ff), (gg), (hh) and the
Important Notices in this Announcement, it and each account it
represents is not, and at the time the Placing Shares are
subscribed for neither it nor the beneficial owner of the Placing
Shares will be, a resident of Australia, Canada, Japan, New Zealand
or South Africa or any other jurisdiction in which it is unlawful
to make or accept an offer to acquire the Placing Shares and
further acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Australia,
Canada, Japan, New Zealand or South Africa and, subject to certain
exceptions as set out in paragraphs (dd), (ee), (ff), (gg),(hh) and
the Important Notices in this Announcement, may not be offered,
sold, transferred, taken up, renounced, distributed or delivered,
directly or indirectly, within or into those jurisdictions;
(j) it and each account it represents either:
i. (A) is not a US Person, is not located within the United
States and is not acquiring the New Ordinary Shares for the account
or benefit of a US Person; and (B) is acquiring the Placing Shares
in an offshore transaction meeting the requirements of Regulation S
and did not become aware of the Placing by means of any directed
selling efforts as defined in Regulation S; or
ii. (A) is a QIB that is also a Qualified Purchaser and that it
has executed and delivered to the Company and the Joint Bookrunners
a U.S. investor letter substantially in the form provided to it
(the "U.S. Investor Letter"); and (B) is not acquiring any of the
Placing Shares as a result of any form of "general solicitation" or
"general advertising" within the meaning of Rule 502(c) under the
Securities Act.
(k) if it falls within paragraph (j)(ii) above, it agrees that
if in the future it decides to offer, sell, transfer, assign,
pledge or otherwise dispose of the Placing Shares or any beneficial
interest therein, it will do so only in accordance with the
transfer restrictions set forth in the U.S. Investor Letter;
(l) it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States;
(m) it acknowledges that the Placing Shares have not been and
will not be registered under the US Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and are not being offered or sold in the
United States or to, or for the account or benefit of, US Persons
except in transactions exempt from, or not subject to, the
registration requirements of the Securities Act and in compliance
with all applicable state securities laws and under circumstances
that will not require the Company to register under the US
Investment Company Act;
(n) it acknowledges that the Company has not registered under
the Investment Company Act and that the Company has put in place
restrictions to ensure that the Company is not and will not be
required to register under the Investment Company Act;
(o) save as otherwise agreed expressly in writing with the
Company, no portion of the assets used to acquire, and no portion
of the assets used to hold, the Ordinary Shares or any beneficial
interest therein constitutes or will constitute the assets of: (i)
an "employee benefit plan" as defined in section 3(3) of the US
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), that is subject to Title I of ERISA; (ii) a "plan" as
defined in Section 4975 of the US Internal Revenue Code of 1986, as
amended (the "US Tax Code"), including an individual retirement
account or other arrangement that is subject to section 4975 of the
US Tax Code; or (iii) an entity whose underlying assets are
considered to include "plan assets" by reason of investment by an
"employee benefit plan" or a "plan" described in the preceding
clauses (i) or (ii) in such entity, pursuant to 29. C.F.R.
2510.3--101 as modified by section 3(42) of ERISA. In addition, if
an investor is a governmental, church, non-US or other employee
benefit plan that is subject to any federal, state, local or non-US
law that is substantially similar to the provisions of Title I of
ERISA or section 4975 of the US Tax Code, its acquisition, holding,
and disposition of the Ordinary Shares will not constitute a
violation of law or result in a non-exempt prohibited transaction
under section 503 of the US Tax Code or any substantially similar
law;
(p) it is acquiring the Placing Shares for its own account or
for one or more investment accounts for which it is acting as a
fiduciary or agent, in each case for investment only, and not with
a view to or for sale or other transfer in connection with any
distribution of the Placing Shares in any manner that would violate
the US Securities Act, the US Investment Company Act or any other
applicable securities laws;
(q) it is not, other than as set out in paragraphs (dd), (ee),
(ff), (gg) or (hh) and the Important Notices in this Announcement,
within Australia, Canada, Japan, New Zealand or South Africa or any
other jurisdiction in which it is unlawful to make or accept an
offer to subscribe for the Placing Shares, and it will not offer or
sell such Placing Shares into any such jurisdiction;
(r) the content of this Announcement is exclusively the
responsibility of the Company and that neither the Manager, the
Joint Bookrunners, Akur nor any of their respective affiliates,
agents, directors, officers or employees or any person acting on
behalf of any of them has or shall have any liability for any
information, representation or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, 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 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
subscribe for the Placing Shares is contained in this Announcement
and any information previously published by the Company by
notification to a RIS, 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, Akur, the Company or the Manager and
neither the Joint Bookrunners, Akur, the Company or the Manager
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;
(s) neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty reserve tax under any sections
67,70, 93 and 96 of the Finance Act 1986 (depository receipts and
clearance services) and the Placing Shares are not being acquired
in connection with arrangements to issue depository receipts or to
issue or transfer Placing Shares into a clearance system;
(t) if in the United Kingdom, it has complied with its
obligations under the Criminal Justice Act 1993, section 118 of
FSMA, UK MAR and, and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006, and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (the "Regulations") and
the Money Laundering Sourcebook of the FCA 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;
(u) it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or
the Joint Bookrunners for the performance of all its obligations as
a Placee in respect of the Placing (regardless of the fact that it
is acting for another person). Each Placee agrees that the
provisions of this paragraph shall survive the resale of the
Placing Shares by or on behalf of any person for whom it is
acting;
(v) if in a member state of the EEA, it is a Qualified Investor;
(w) it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA except
in circumstances falling within Article 3(2) of the EU Prospectus
Regulation which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of the EU
Prospectus Regulation;
(x) if a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation, that the Placing Shares
subscribed for by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for 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
have been given to the proposed offer or resale;
(y) if in the United Kingdom, that it is a UK Qualified Investor;
(z) if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments and who
falls within the definition of "investment professionals" in
Article 19(5) of the Order; or (ii) who is a high net worth entity
falling within Article 49(2)(A) to (D) of the Order; or (iii) to
whom this Announcement may otherwise lawfully be communicated;
(aa) it has not offered or sold and will not offer or sell any
Placing Shares to the public in the United Kingdom 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 and which will not result in
an offer to the public in the United Kingdom within the meaning of
section 85(1) of FSMA
(bb) it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it
for the purposes of its business only;
(cc) 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 FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
(dd) it has complied and will comply with all applicable laws
with respect to anything done by it in relation to the Placing
Shares (including all applicable provisions of FSMA and MAR) in
respect of anything done in, from or otherwise involving, the
United Kingdom;
(ee) if domiciled or having a registered office in an EEA state,
it is either a state which has not implemented the AIFMD or is one
of the following: Ireland, Luxembourg, Netherlands, Belgium,
Finland, Sweden and, in the case of Ireland, Luxembourg or
Netherlands it is a professional investor (as that term is defined
in the AIFMD);
(ff) if it is resident in Canada:
(i) it understands that the offering of the Shares is being made
on a private placement basis only in the provinces of British
Columbia, Alberta, Ontario and Quebec (the "Canadian Private
Placement Provinces") on a basis exempt from the requirement that
the Company prepare and file a prospectus with the relevant
securities regulatory authorities in Canada and as such, any resale
of the Placing Shares must be made in accordance with an exemption
from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws;
(ii) it is resident in one of the Canadian Private Placement Provinces;
(iii) it is purchasing the Placing Shares as principal, or is
deemed to be purchasing as principal in accordance with applicable
Canadian securities laws, for investment only and not with a view
to resale or redistribution;
(iv) it is not an individual;
(v) it is an "accredited investor" as such term is defined in
section 1.1 of NI 45-106 or, in Ontario, as such term is defined in
section 73.3(1) of the Securities Act (Ontario), as applicable;
(vi) it is a "permitted client" as such term is defined in section 1.1 of NI 31-103;
(vii) it has not received any offering memorandum (as such term
is defined under Canadian securities law) from any party in respect
of the Placing or the Placing Shares;
(viii) it understand that any resale of the Placing Shares
acquired by it in the Placing must be made in accordance with
applicable Canadian securities laws, which may vary depending on
the relevant jurisdiction, and which may require resales to be made
in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority and that
these resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada;
(ix) it acknowledges that it is hereby notified that the Joint
Bookrunners (or their affiliates) are relying on the exemption set
out in section 3A.3 of National Instrument 33-105 - Underwriting
Conflicts from having to provide certain conflict of interest
disclosure in this document, if applicable; and
(x) no person has made any written or oral representations to
such Placee (x) that any person will resell or repurchase the
Instruments, (y) that any person will refund the purchase price of
the Placing Shares, or (z) as to the future price or value of the
Placing Shares; and
(gg) if in Australia, that it is (i) a "sophisticated investor"
within the meaning of section 708(8) of the Australian Corporations
Act 2001 (Cth) (the "Corporations Act") or a "professional
investor" within the meaning of section 9 and section 708(11) of
the Corporations Act, and (ii) a "wholesale client" as defined in
section 761G(7) of the Corporations Act, and the issue of the
Placing Shares to it does not require a prospectus or other form of
disclosure document under the Corporations Act and no Placing
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 Corporations
Act;
(hh) if in New Zealand, that it (i) is an investment business
within the meaning of clause 37 of Schedule 1 of the FMC Act; (ii)
meets the investment activity criteria specified in clause 38 of
Schedule 1 of the FMC Act; (iii) is large within the meaning of
clause 39 of Schedule 1 of the FMC Act; (iv) is a government agency
within the meaning of clause 40 of Schedule 1 of the FMC Act; or
(v) is an eligible investor within the meaning of clause 41 of
Schedule 1 of the FMC Act and has delivered to the Company the
necessary eligible investor certificate in accordance with clauses
41, 43 and 46 of Schedule 1 of the FMC Act. Any person in New
Zealand who subscribes for Placing Shares will be deemed to have
represented and warranted to the Company that it is a wholesale
investor under the FMC Act falling within one of (i) to (v) above
and further undertakes to provide all applicable certificates under
the FMC Act to the Company, and agrees that no Placing Shares may
be offered for sale (or transferred, assigned or otherwise
alienated) to investors in New Zealand for at least 12 months after
their issue, except in circumstances where disclosure to investors
is not required under Part 3 of the FMC Act;
(ii) if in Japan, it is a "qualified institutional investor"
("QII") as defined in the Cabinet Ordinance Concerning Definitions
under Article 2 of the FIEL;
(jj) if in South Africa, that (i) it is a person falling within
the exemptions set out in section 96(1) (a) and (b) of the South
African Companies Act (ii) this Announcement and the related
Placing does not constitute an offer for the sale of or
subscription for, or the solicitation of an offer to buy and/or to
subscribe for shares to the public as defined in the South African
Companies Act (iii) this Announcement does not, nor is it intended
to, constitute a prospectus prepared and registered under the South
African Companies Act (iv) the information contained in this
Announcement constitutes factual information as contemplated in
section 1(3)(a) of FAIS and does not constitute the furnishing of,
any "advice" as defined in section 1(1) of FAIS, (v) the
information contained in this Announcement is not and has not been
construed as an express or implied recommendation, guidance or
proposal that any particular transaction is appropriate to its
particular investment objectives, financial situations or its needs
as a prospective investor (vi) nothing in this Announcement is or
has be construed as constituting the canvassing for, or marketing
or advertising of, financial services in South Africa;
(kk) no action has been or will be taken by either the Company,
the Manager, Akur, or the Joint Bookrunners or any person acting on
behalf of the Company, the Manager, Akur, 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;
(ll) it and any person acting on its behalf: (i) is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) has paid any issue, transfer
or other taxes due in connection with its participation in any
territory; and (iii) has fully observed such laws and obtained all
such governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and
complied with all necessary formalities and that it has not taken
any action or omitted to take any action which will or may result
in the Joint Bookrunners, Akur, the Company, the Manager or any of
their respective affiliates, directors, officers, agents, employees
or advisers acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Placing,
and the acquisition of the Placing Shares by it or any person
acting on its behalf will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
(mm) it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;
(nn) it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the terms
and conditions of 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 persons or sold as the
Joint Bookrunners may in their absolute discretion determine and
without liability to such Placee;
(oo) its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the Joint Bookrunners or the
Company may call upon it to subscribe for a lower number of Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
(pp) 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. None of the Company, the Manager, or the Joint
Bookrunners will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar taxes 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 on an after-tax basis and hold
harmless the Company, the Joint Bookrunners and their respective
affiliates, agents, directors, officers and employees in respect of
the same on an after-tax basis on the basis that the Placing Shares
will be allotted to the CREST stock account of the Settlement Agent
who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement
instructions;
(qq) neither the Joint Bookrunners, Akur nor any of their
respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of any of them, is making any
recommendations to it or, 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 a client of the Joint Bookrunners or Akur and
that neither the Joint Bookrunners nor Akur has any 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 Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
(rr) in making any decision to subscribe for the Placing Shares,
it 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
confirms that it is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear,
and is able to bear, the economic risk of participating in, and is
able to sustain a complete loss in connection with, the Placing. It
further confirms that it relied on 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,
and not upon any view expressed or information provided by or on
behalf of the Joint Bookrunners or Akur;
(ss) in connection with the Placing, the Joint Bookrunners and
any of their respective affiliates acting as an investor for its
own account may take up Placing Shares in the Company and in that
capacity may subscribe for, retain, purchase or sell for its own
account such Ordinary Shares in the Company and any securities of
the Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the Placing. The Joint Bookrunners do not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so;
(tt) that time shall be of the essence as regards its
obligations pursuant to these terms and conditions;
(uu) its commitment to acquire the Placing Shares on the terms
set out herein and in the contract note will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and Placees will have no right to be consulted
or require that their consents be obtained with respect to the
Company's or the Joint Bookrunners' conduct of the Placing;
(vv) 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 agreements shall be governed by and construed in accordance
with the laws of England and Wales 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 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, the Manager, Akur,
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;
(ww) the Company, the Manager, the Joint Bookrunners, Akur and
their respective affiliates and others will rely upon the truth and
accuracy of acknowledgements, warranties and agreements set forth
herein and which are given to the Joint Bookrunners and Akur on its
own behalf and on behalf of the Company and are irrevocable and it
irrevocably authorises the Company and each of the Manager, the
Joint Bookrunners and Akur to produce this Announcement, pursuant
to, in connection with, or as may be required by any applicable law
or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein. It agrees
that if any of the acknowledgements, representations, warranties
and agreements made in connection with its subscribing and/or
acquiring of Placing Shares is no longer accurate, it shall
promptly notify the Company, the Manager, the Joint Bookrunners and
Akur;
(xx) it will indemnify on an after-tax basis and hold the
Company, the Manager, the Joint Bookrunners, Akur 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 and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
(yy) none of the Company, the Manager, Akur nor the Joint
Bookrunners owes any fiduciary or other duties to any Placee in
respect of any acknowledgements, confirmations, undertakings,
representations, warranties or indemnities in the Placing
Agreement;
(zz) if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations; and
(aaa) its commitment to take up Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the future be made to
the terms and conditions of the Placing and that Placees will have
no right to be consulted or require that their consent be obtained
with respect to the Company's, the Manager's or the Joint
Bookrunners' conduct of the Placing.
The foregoing acknowledgements, confirmations, undertakings,
representations and warranties are given for the benefit of each of
the Company, the Manager, the Joint Bookrunners and Akur (for their
own benefit and, where relevant, the benefit of their respective
affiliates and any person acting on their behalf) and are
irrevocable.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of stamp duty and stamp duty reserve tax
relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, 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 issue or transfer the Placing
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company, the
Manager, the Joint Bookrunners nor Akur will be responsible and the
Placees shall indemnify on an after-tax basis and hold harmless the
Company, the Manager, the Joint Bookrunners, and Akur and their
respective affiliates, agents, directors, officers and employees
for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings. If this is the case,
each Placee should seek its own advice and notify the Joint
Bookrunners accordingly.
Neither the Company, the Manager, the Joint Bookrunners nor Akur
is liable to bear any capital duty, 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 in or outside the United Kingdom by any
Placee or any other person on a Placee's acquisition of any Placing
Shares or the agreement by a Placee to acquire any Placing Shares.
Each Placee agrees to indemnify on an after-tax basis and hold
harmless the Company, the Manager, the Joint Bookrunners, Akur and
their respective affiliates, agents, directors, officers and
employees from any and all such stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including
interest, fines or penalties relating thereto).
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the Joint Bookrunners
accordingly.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Joint Bookrunners 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 the Joint Bookrunners, any money held in an account
with the Joint Bookrunners 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 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 Joint
Bookrunners' money in accordance with the client money rules and
will be used by the Joint Bookrunners in the course of its own
business; and the Placee will rank only as a general creditor of
the Joint Bookrunners.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Bookrunners, the Manager,
Akur and the Company under these Terms and Conditions are in
addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others. If a Placee is a
discretionary fund manager, he may be asked to disclose, in writing
or orally to the Joint Bookrunners the jurisdiction in which the
funds are managed or owned.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment by the Joint Bookrunners (in
their absolute discretion). The Joint Bookrunners shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, the Joint Bookrunners or their
respective affiliates, agents, directors, officers and employees
pursuant to this Announcement where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for
the availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
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END
MSCPPUUUBUPGGQB
(END) Dow Jones Newswires
September 29, 2021 12:02 ET (16:02 GMT)
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