Issue of Equity

RNS Number : 8652K

CC Japan Income & Growth Trust PLC

27 September 2016

 

27 September 2016

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM OR TO PROFESSIONAL INVESTORS IN IRELAND)

CC Japan Income & Growth Trust plc

Issue of Equity

The Board of Directors (the "Directors") of CC Japan Income & Growth Trust plc (the "Company") today announce the intention to raise approximately £20m through an issue of ordinary shares of £0.01 each ("Ordinary Shares") in the Company (the "Issue"). The net proceeds of this Issue will be deployed in line with the Company's investment policy.

Background

The Company has performed strongly since it listed on 15 December 2015, with its net asset value ("NAV") per Ordinary Share (cum income) increasing by 20.8% from an initial reported NAV of 98.5 pence per Ordinary Share to 118.97 pence per Ordinary Share (at close on 23 September 2016) and the Company's Ordinary Shares have risen by 17.5% over this period. As announced in the Company's half yearly financial report, published on 16 June 2016, the Company has paid an interim dividend of 1p per Ordinary Share and has a target minimum total dividend per Ordinary Share of 3p in the financial period to 31 October 2016.

The Directors, and Coupland Cardiff Asset Management LLP (the "Investment Manager"), are encouraged by the investment performance of the Company since IPO and continue to see a compelling investment opportunity in Japanese equities, particularly given the Company's focus on delivering both capital growth and income generation. The Investment Manager has identified a strong pipeline of investment opportunities in Japan, with the potential for further investment in both existing portfolio companies and in stocks that are not currently held by the Company.

As noted in the Chairman's Statement within the Company's half yearly financial report published on 16 June 2016, the Directors are keen to grow the Company and have planned to utilise the Company's existing placing programme in the second half of the Company's current financial period. The Directors believe that an increase in the size of the Company would improve liquidity and enhance the marketability of the Company, resulting in a broader investor base which should enable the Company to grow, thereby spreading fixed costs over a larger capital base and reducing on-going charges per share.

Details of the Issue

The Ordinary Shares will be issued pursuant to the Company's existing general authority to issue shares on a non pre-emptive basis and pursuant to the placing programme of up to 100 million Ordinary Shares (the "Placing Programme") detailed in the Company's prospectus dated 13 November 2015 (the "Prospectus"). The Prospectus is available on the Company's website (via www.ccjapanincomeandgrowthtrust.com), subject to certain access restrictions, for inspection at the Company's registered office at Mermaid House, 2 Puddle Dock, London EC4V 3DB, and at the National Storage Mechanism via www.morningstar.co.uk/uk/NSM.

Any Ordinary Shares issued pursuant to the Issue will be issued subject to the terms and conditions set out in the appendix to this announcement. When issued, these Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue, including the right to receive any final dividend declared for the financial period to 31 October 2016.

The Issue will be launched immediately following this announcement. The bookbuild is expected to close at 4.30 p.m. (London time) on 12 October 2016 but may be closed earlier or later at the discretion of the Company and Peel Hunt. The issue price per Ordinary Share of any shares issued pursuant to the Issue will be referenced to the NAV per Ordinary Share (cum income) published on 12 October 2016.

Applications will be made to the UK Listing Authority and to the London Stock Exchange for admission of the Ordinary Shares in the Company to be issued pursuant to the Issue to the Official List and to trading on the London Stock Exchange's market for listed securities ("Admission"). It is expected that Admission of the Ordinary Shares issued pursuant to the Issue will become effective on or around 17 October 2016.

Harry Wells, Chairman of the Company, commented: "Japan remains a fertile hunting ground for income, with monetary policy and negative interest rates encouraging companies to return capital to shareholders through increased dividend payouts and share buybacks. It is counter-intuitive that even as  Japanese economic growth remains elusive, our Investment Manager continues to  see a widening scope  of potential investment opportunities which encourages the Board to believe that the proceeds of this Issue can be invested to achieve satisfactory returns."

For further information please contact:

Coupland Cardiff Asset Management LLP Richard Cardiff Telephone: [phone] Peel Hunt LLP Luke Simpson (Corporate Broking) Mark Thompson (Sales) Eddie Nissen Telephone: [phone] Cornerstone Communications - Financial PR Ben Larter Telephone: [phone]

Note:

The Directors are Harry Wells (Chairman), John Scott, Mark Smith and Peter Wolton

Appendix - Terms and conditions regarding the issue of the new shares

This announcement (including this appendix) and the terms and conditions set out herein are for information purposes only and are directed only at: (a) persons in member states of the European Economic Area who are qualified investors (within the meaning of article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive 2003/71/EC; and (b) in the United Kingdom, qualified investors who are persons (i) who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons").

This appendix and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Persons distributing this announcement (including this appendix) must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates (including this appendix) and the terms and conditions set out herein is available only to relevant persons and will be engaged in only with relevant persons. This announcement (including this appendix) does not constitute an offer or an invitation to acquire or dispose of any securities in the Company. All capitalised terms, unless otherwise defined, shall have the meanings ascribed to them in the Prospectus.

1             Introduction

1.1          Ordinary Shares are available under the Issue at such price as may be notified from time to time by the Company through a regulatory information service (the "Issue Price"). The Ordinary Shares will, when issued and fully paid, include the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.

1.2          Each person which confirms its agreement to Peel Hunt LLP ("Peel Hunt") to subscribe for Ordinary Shares pursuant to the Issue or to purchase Ordinary Shares issued to Peel Hunt pursuant to the Issue (a "Subscriber") will be bound by these terms and conditions and will be deemed to have accepted them. References in this announcement to "subscribe" or "subscription" shall be deemed to include a purchase from Peel Hunt.

1.3          The Company and/or Peel Hunt may require any Subscriber to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it/they (in its/their absolute discretion) see(s) fit.

2                 Agreement to subscribe for Ordinary Shares and conditions

2.1          A Subscriber agrees to become a member of the Company and agrees to subscribe for those Ordinary Shares allocated to it by Peel Hunt at the relevant Issue Price, conditional on:

2.1.1 the Placing Agreement becoming unconditional in all respects and not having been terminated on or before the date of Admission of the relevant Ordinary Shares being issued;

2.1.2 Admission of the relevant Ordinary Shares being issued by no later than 11 November 2016;

2.1.3 a valid supplementary prospectus being published by the Company if such is required; and

2.1.4 Peel Hunt confirming to the Subscriber their allocation of Ordinary Shares.

2.2          To the fullest extent permitted by law, each Subscriber acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Subscriber may have.

3              Payment for Ordinary Shares

3.1          Each Subscriber must pay the relevant Issue Price for the Ordinary Shares issued to the Subscriber in the manner and by the time directed by Peel Hunt. If any Subscriber fails to pay as so directed and/or by the time required, the relevant Subscriber's application for Ordinary Shares may, at the discretion of Peel Hunt, either be rejected or accepted and, in the latter case, paragraph 3.2 of these terms and conditions shall apply.

3.2          Each Subscriber is deemed to agree that if it does not comply with its obligation to pay the relevant Issue Price for the Ordinary Shares allocated to it in accordance with paragraph 3.1 of these terms and conditions and Peel Hunt elects to accept that Subscriber's application, Peel Hunt may sell all or any of the Ordinary Shares allocated to the Subscriber on such Subscriber's behalf and retain from the proceeds, for Peel Hunt's own account and profit, an amount equal to the aggregate amount owed by the Subscriber plus any interest due. The Subscriber will, however, remain liable for any shortfall below the aggregate amount owed by such Subscriber and it may be required to bear any tax or other charges (together with any interest or penalties) which may arise upon the sale of such Ordinary Shares on such Subscriber's behalf.

4.            Representations and warranties

By agreeing to subscribe for Ordinary Shares, each Subscriber which enters into a commitment to subscribe for Ordinary Shares will (for itself and any person(s) procured by it to subscribe for Ordinary Shares and any nominee(s) for any such person(s)) be deemed to represent, warrant and acknowledge to each of the Company, the Investment Manager, the Registrar and Peel Hunt that:

4.1          in agreeing to subscribe for Ordinary Shares under the Placing Programme, it is relying solely on the Prospectus and any supplementary prospectus issued by the Company and not on any other information given, or representation or statement made at any time, by any person concerning the Company and the Placing Programme. It agrees that none of the Company, the Investment Manager, Peel Hunt or the Registrar, nor any of their respective officers, agents, or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;

4.2          if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Ordinary Shares under the Placing Programme, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Investment Manager, Peel Hunt or the Registrar or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing Programme;

4.3          it has carefully read and understands the Prospectus in its entirety and acknowledges that it is acquiring Ordinary Shares on these terms and subject to these conditions and the Articles as in force at the date of Admission of the relevant Ordinary Shares;

4.4          it has not relied on Peel Hunt or any person affiliated with Peel Hunt in connection with any investigation of the accuracy of any information contained in the Prospectus;

4.5          the content of the Prospectus is exclusively the responsibility of the Company and its Directors and neither Peel Hunt nor any person acting on their respective behalf nor any of its respective affiliates are responsible for or shall have any liability for any information, representation or statement contained in the Prospectus or any information published by or on behalf of the Company and will not be liable for any decision by a Subscriber to participate in the Placing Programme based on any information, representation or statement contained in the Prospectus or otherwise;

4.6          it acknowledges that no person is authorised in connection with the Placing Programme to give any information or make any representation other than as contained in the Prospectus and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Investment Manager or Peel Hunt;

4.7          it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services);

4.8          if it is within the United Kingdom, it is a person who falls within Articles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or it is a person to whom the Ordinary Shares may otherwise lawfully be offered under such Order and/or is a person who is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the Ordinary Shares may be lawfully offered under that other jurisdiction's laws and regulations;

4.9          if it is a resident in the EEA (other than the United Kingdom): (a) it is a qualified investor within the meaning of the law in the relevant Member State implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive 2003/71/EC; and (b) if that relevant Member State has implemented the AIFMD, that it is a person to whom the Ordinary Shares may lawfully be marketed under the AIFMD or under the applicable implementing legation (if any) of that relevant Member State;

4.10        in the case of any Ordinary Shares acquired by a Subscriber as a financial intermediary within the EEA (other than the United Kingdom) as that term is used in Article 3(2) of the Prospectus Directive: (a) the Ordinary Shares acquired by it in the Placing Programme 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, as that term is defined in the Prospectus Directive 2010/73/EU, or in circumstances in which the prior consent of Peel Hunt has been given to the offer or resale; or (b) where Ordinary Shares have been acquired by it on behalf of persons in any relevant Member State other than qualified investors, the offer of those Ordinary Shares to it is not treated under the Prospectus Directive as having been made to such persons;

4.11        it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Ordinary Shares and it is not acting on a non-discretionary basis for any such person;

4.12        if the Subscriber is a natural person, such Subscriber is not under the age of majority (18 years of age in the United Kingdom) on the date of such Subscriber's agreement to subscribe for Ordinary Shares under the Placing Programme and will not be any such person on the date any such agreement to subscribe under the Placing Programme is accepted;

4.13        it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted the Prospectus or any other offering materials concerning the Placing Programme or the Ordinary Shares to any persons within the United States or to any US Persons, nor will it do any of the foregoing;

4.14        it represents, acknowledges and agrees to the representations, warranties and agreements as set out under the heading "United States purchase and transfer restrictions" in paragraph 7, below;

4.15        it acknowledges that neither Peel Hunt nor any of its affiliates, nor any person acting on its or their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing Programme or providing any advice in relation to the Placing Programme and participation in the Placing Programme is on the basis that it is not and will not be a client of Peel Hunt and that Peel Hunt does not have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing Programme nor in respect of any representations, warranties, undertakings or indemnities otherwise required to be given by it in connection with its application under the Placing Programme;

4.16        it acknowledges that where it is subscribing for Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (a) to subscribe for the Ordinary Shares for each such account; (b) to make on each such account's behalf the representations, warranties and agreements set out herein; and (c) to receive on behalf of each such account any documentation relating to the Placing Programme in the form provided by the Company and/or Peel Hunt. It agrees that the provision of this paragraph shall survive any resale of the Ordinary Shares by or on behalf of any such account;

4.17        it irrevocably appoints any director of the Company and any director of Peel Hunt to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Ordinary Shares for which it has given a commitment under the the Placing Programme, in the event of its own failure to do so;

4.18        it accepts that if the Placing Programme does not proceed or the conditions to the Placing Agreement are not satisfied or the Ordinary Shares for which valid applications are received and accepted are not admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities for any reason whatsoever then neither of Peel Hunt nor the Company, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

4.19        in connection with its participation in the Placing Programme it has observed all relevant legislation and regulations;

4.20        it acknowledges that Peel Hunt and the Company are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to it;

4.21        the representations, undertakings and warranties contained herein are irrevocable. It acknowledges that Peel Hunt and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Ordinary Shares are no longer accurate, it shall promptly notify Peel Hunt and the Company;

4.22        where it or any person acting on behalf of it is dealing with Peel Hunt, any money held in an account with Peel Hunt on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require Peel Hunt to segregate such money, as that money will be held by Peel Hunt under a banking relationship and not as trustee;

4.23        any of its clients, whether or not identified to Peel Hunt, will remain its sole responsibility and will not become clients of Peel Hunt for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;

4.24        it accepts that the allocation of Ordinary Shares shall be determined by the Company in its absolute discretion (in consultation with Peel Hunt and the Investment Manager) and that the Company may scale down any commitments for this purpose on such basis as it may determine; and

4.25        time shall be of the essence as regards its obligations to settle payment for the Ordinary Shares and to comply with its other obligations under the Placing Programme.

5.            Money Laundering

Each Subscriber acknowledges and agrees that:

5.1          its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (a) subject to the Money Laundering Regulations 2007 in force in the United Kingdom; or (b) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) (the "Money Laundering Directive"); or (c) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive; and

5.2          due to anti-money laundering requirements, Peel Hunt and the Company may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, Peel Hunt and the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify Peel Hunt and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been required has not been provided by it.

6.            The Data Protection Act

6.1          Each Subscriber acknowledges and agrees that, pursuant to The Data Protection Act 1998 (the "DP Act") the Company and/or the Registrar and/or the Administrator, may hold personal data (as defined in the DP Act) relating to past and present shareholders. Personal data may be retained on record for a period exceeding six years after it is no longer used. The Registrar and the Administrator will only process such information for the purposes set out below (collectively, the "Purposes"), being to:

6.1.1 process its personal data (including sensitive personal data as defined in the DP Act) to the extent and in such manner as is necessary for the performance of their obligations under their respective service contracts, including as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it;

6.1.2 communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares;

6.1.3 provide personal data to such third parties as the Registrar and/or the Administrator may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the DP Act may require, including to third parties outside the European Economic Area;

6.1.4 without limitation, provide such personal data to their affiliates, the Company or the Investment Manager and their respective associates for processing, notwithstanding that any such party may be outside the European Economic Area; and

6.1.5 process its personal data for the Registrar's and/or the Administrator's internal administration.

6.2          By becoming registered as a holder of Ordinary Shares a person becomes a data subject (as defined in the DP Act) and is deemed to have consented to the processing by the Company, the Registrar or the Administrator of any personal data relating to them in the manner described above. In providing the Registrar and the Administrator with information, it hereby represents and warrants to the Registrar and the Administrator that it has obtained the consent of any data subject to the Registrar and the Administrator, and their respective affiliates and group companies, holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes set out above in this paragraph 6).

7.            United States purchase and transfer restrictions

7.1          By participating in the Placing Programme, each Subscriber acknowledges and agrees that it will (for itself and any person(s) procured by it to subscribe for Ordinary Shares and any nominee(s) for any such person(s)) be further deemed to represent and warrant to each of the Company, the Investment Manager, the Registrar and Peel Hunt that:

7.1.1      it is not a US Person and it is acquiring the Ordinary Shares in an offshore transaction meeting the requirements of Regulation S and it is not acquiring the Ordinary Shares for the account or benefit of a US Person;

7.1.2      it acknowledges that the Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons absent registration or an exemption from registration under the Securities Act;

7.1.3      it acknowledges that the Company has not registered under the US Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the US Investment Company Act;

7.1.4      unless the Company expressly consents otherwise in writing, no portion of the assets used to purchase, and no portion of the assets used to hold, the Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of: (a) an "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (b) a "plan" as defined in Section 4975 of 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. In addition, if a Subscriber 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 Code, its purchase, holding, and disposition of the Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

7.1.5      if any Ordinary Shares offered and sold pursuant to Regulation S are issued in certificated form, then such certificates evidencing ownership will contain a legend substantially to the following effect, unless otherwise determined by the Company in accordance with applicable law:

"CC JAPAN INCOME & GROWTH TRUST PLC (THE "COMPANY") HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED. IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.";

7.1.6      if in the future the Subscriber decides to offer, sell, transfer, assign or otherwise dispose of its Ordinary Shares, it will do so only in compliance with an exemption from the registration requirements of the Securities Act and under circumstances which will not require the Company to register under the US Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Articles;

7.1.7      it is purchasing the Ordinary Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Ordinary Shares in any manner that would violate the Securities Act, the US Investment Company Act or any other applicable securities laws;

7.1.8      it acknowledges that the Company reserves the right to make inquiries of any holder of the Ordinary Shares or interests therein at any time as to such person's status under US federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under US securities laws to transfer such Ordinary Shares or interests in accordance with the Articles;

7.1.9      it acknowledges and understands that the Company is required to comply with FATCA and agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA;

7.1.10    it is entitled to acquire the Ordinary Shares under the laws of all relevant jurisdictions which

apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Ordinary Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Investment Manager, the Registrar, Peel Hunt or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Placing Programme or its acceptance of participation in the Placing Programme;

7.1.11    it has received, carefully read and understands the Prospectus, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted the Prospectus or any other presentation or offering materials concerning the Ordinary Shares to within the United States or to any US Persons, nor will it do any of the foregoing; and

7.1.12    if it is acquiring any Ordinary Shares as a fiduciary or agent for one or more accounts, the Subscriber has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account.

7.2          The Company, the Investment Manager, the Registrar, Peel Hunt and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.

7.3          If any of the representations, warranties, acknowledgments or agreements made by the Subscriber are no longer accurate or have not been complied with, the Subscriber will immediately notify the Company and Peel Hunt.

8.            Supply and disclosure of information

If Peel Hunt, the Registrar or the Company or any of their agents request any information about a Subscriber's agreement to subscribe for Ordinary Shares under the Placing Programme, such Subscriber must promptly disclose it to them.

9.            Non United Kingdom investors

9.1          If the Subscriber is outside the United Kingdom, neither the Prospectus nor any other offering, marketing or other material in connection with the Placing Programme constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Ordinary Shares pursuant to the Placing Programme unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Ordinary Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements.

9.2          None of the Ordinary Shares has been or will be registered under the laws of the United States, Canada, Australia, the Republic of South Africa or Japan. Accordingly, the Ordinary Shares may not be offered, sold, issued or delivered, directly or indirectly, within any of United States, Canada, Australia, the Republic of South Africa or Japan unless an exemption from any registration requirement is available.

10.          Miscellaneous

10.1        The rights and remedies of the Company, the Investment Manager, Peel Hunt and the Registrar under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

10.2        On application, if a Subscriber is a discretionary fund manager, that Subscriber may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing Programme will be sent at the Subscriber's risk. They may be returned by post to such Subscriber at the address notified by such Subscriber.

10.3        Each Subscriber agrees to be bound by the Articles once the Ordinary Shares, which the Subscriber has agreed to subscribe for pursuant to the Placing Programme, have been acquired by the Subscriber. The contract to subscribe for Ordinary Shares under the Placing Programme and the appointments and authorities mentioned herein and all disputes and claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Company, the Investment Manager, Peel Hunt and the Registrar, each Subscriber irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against the Subscriber in any other jurisdiction.

10.4        In the case of a joint agreement to subscribe for Ordinary Shares under the Placing Programme, references to a "Subscriber" in these terms and conditions are to each of the Subscribers who are a party to that joint agreement and their liability is joint and several.

10.5        Peel Hunt and the Company expressly reserve the right to modify the Placing Programme (including, without limitation, the timetable and settlement) at any time before allocations are determined. The Placing Programme is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated. Further details of the terms of the Placing Agreement are contained in paragraph 7.1 of Part IX of the Prospectus.

 

END

 

 

IOELLFLRAEIRFIR