Proposed Capital Raise

RNS Number : 0202B

Harmony Energy Income Trust PLC

28 September 2022

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (EACH A "RESTRICTED JURISDICTION"). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN OR INTO THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN ANY RESTRICTED JURISDICTION.

This announcement is released by  Harmony Energy Income Trust plc and contains inside information for the purposes of the UK version of the Market Abuse Regulation (EC No. 594/2014).

28 September 2022

Harmony Energy Income Trust plc
(the "Company")

Proposed capital raise to exercise right of first refusal

Harmony Energy Income Trust plc, an investment company that invests in energy storage assets in Great Britain, today announces that it is proposing to raise capital via a placing of new C Shares ("C Shares") (the "Placing") under its placing programme to fund its pipeline of 2-hour duration battery energy storage systems ("BESS") projects to be acquired under the Company's right of first refusal arrangements put in place on the Company's initial public offering ("IPO").

Highlights

·     The Company was launched on 9 November 2021 raising £210 million (before expenses), and now has net assets of ca. £244 million;

·     The current portfolio comprises of six 2-hour duration BESS projects totalling 312.5 MW located in Great Britain, all of which are under construction, with the first project, Pillswood (98 MW / 196 MWh), due to commence commercial operations  in November 2022. On commencement of operations Pillswood is expected to be the largest operational BESS project in the UK (by MWh);

·   Since IPO, the Company's net asset value (unaudited) has grown 18.2 per cent. to 116.2p per share ("NAV") as published on 22 August 2022;

·     The Company is targeting a dividend of 8p per annum (from 2023) and a total return of 10 per cent. per annum per Ordinary Share (by reference to the IPO share price of 100p) having already paid a dividend of 1p per Ordinary Share in July 2022 with the next 1p expected to be paid in December 2022;

·   The Company has exclusivity via a right of first refusal over 687.5 MW of pipeline of additional 2-hour duration BESS projects which are under the control of Harmony Energy Limited (the "Developer" or "Harmony Energy") and which have grid connection offers accepted, thereby giving the Company access to a significant pipeline of 'off-market', well advanced projects;

·     The purpose of the capital raise is to enable the Company to exercise its right of first refusal to acquire some or all of the next three BESS projects to be "shovel ready" from the pipeline, totalling 181.9 MW / 363.8 MWh, all of which have grid offers accepted and target grid energisation dates in Q4 2023, Q1 2024 and Q3 2024 respectively are ready for funding imminently to meet those target energisation dates;

·   The Placing will be via the issue of new C Shares at a price of 100p per share and will be launched immediately following this announcement with Berenberg acting as sole Bookrunner. The Company expects conversion of the C Shares to take place within approximately three months of closing the placing following acquisition of the relevant projects (following which the new Ordinary Shares will rank pari passu with existing Ordinary Shares for the target dividend of 8p per share in 2023); and

· Certain senior Principals of Harmony Energy, the Investment Adviser and their associates have confirmed that they will collectively subscribe for new C Shares in the Placing equating to £1 million.

Norman Crighton, Chair of Harmony Energy Income Trust plc, said:

"Having fully committed the funds raised immediately following IPO, the Investment Adviser has continued to progress the Company's portfolio projects in line with the planned roll-out. The Company successfully secured debt with NatWest plc and acquired its sixth project. The next three projects will shortly be ready for acquisition, against a strong backdrop for BESS, both in terms of the need for energy storage and the revenue profile. Whilst recognising the current challenging economic and market backdrop, we believe it to be beneficial for the Company, with our Shareholders' support, to take advantage of its exclusive rights over Harmony Energy's pipeline as envisaged at IPO and continue to build on the positive momentum."

Paul Mason, Managing Director of the Investment Adviser, said:

"Proceeds from this capital raise will be allocated to up to three identified BESS projects which are subject to the Company's exclusive right of first refusal and which are expected to commence operations during 2024. Continuing the momentum of building out new BESS projects will position the Company well to capture the prevailing positive revenue opportunities, whilst also providing the much needed energy storage infrastructure to support the deployment of solar and wind projects."

Background

Portfolio and Net Asset Value

On IPO, the Company raised £210 million through the issue of Ordinary Shares of 1p each ("Ordinary Shares") to fund the acquisition and build-out of a portfolio of five 'shovel ready' projects totalling 213.5 MW (the "Seed Projects"), which were all acquired immediately following admission to trading. In June 2022, the Company put in place a debt facility of £60 million with NatWest plc, (the "Facility"), which enabled the acquisition of the Company's first pipeline project known as 'Bumpers', a 99 MW / 198 MWh BESS project , which completed in late July 2022. The Company's current debt and capital are fully committed to the Seed Projects and the Bumpers project. The interest rate on the Facility is fully hedged meaning that it is not subject to interest rate rises as they occur. When fully drawn, the Facility will be equivalent to ca. 25 per cent. of gross asset value ("GAV").

On 22 August 2022, the Company announced its (unaudited) NAV per share of 116.2p for the period to 31 July 2022, an increase of 18.2 per cent. since IPO and confirmed that all of its projects are 'under construction'. The Company notes the reversal of the planned corporation tax increase announced on 23 September 2022 and expects this change to have a positive effect on NAV which will be reflected in the Company's next NAV update for the period to 31 October 2022.

The Company's first project scheduled to commence commercial operations is Pillswood (totalling 98 MW / 196 MWh ) which is on track to begin in November 2022, with the majority of battery modules on site. This is expected to be the UK's largest 2-hour BESS project (by MWh) when commercial operations commence.

The Company's second project, Broadditch (11 MW / 22 MWH), is expected to commence commercial operations in December 2022, with Farnham (20 MW / 40 MWH) following in March 2023. The scheduled target commercial operation dates for the Company's existing projects are set out below

Project	MW / MWh	Location	Target Commercial Operations Date
Pillswood	98 / 196	Yorkshire	November 2022
Broadditch	11 / 22	Kent	December 2022
Farnham	20 / 40	Surrey	March 2023
Rusholme	35 / 70	Yorkshire	April 2023
Bumpers	99 / 198	Buckinghamshire	September 2023
Little Raith	49.5 / 99	Fife	October 2023
Total	312.5 / 625

Tesla is the battery supplier, EPC contractor and contracted revenue optimiser in relation to all of the Company's current projects above, benefitting from full Tesla warranties in relation to the Tesla Megapack system. There are no legacy projects in the Company's portfolio with shorter duration batteries. All of the Company's projects are 2-hour duration batteries.

Pipeline

In tandem with progressing the build-out of the initial projects, Harmony Energy has continued to progress projects within its pipeline to bring them to 'shovel-ready' status for acquisition by the Company under its right of first refusal set out in the pipeline agreement dated 14 October 2021 (the "Pipeline Agreement").

The next three projects from the pipeline, totalling 181.9 MW / 363.8 MWh have near-term energisation dates (as set out below) and detailed design works are at an advanced stage. This means that the three projects require funding imminently to allow long-lead items to be ordered and to move into construction phase in order to secure those target energisation dates, which will then facilitate the commencement of commercial operations in Q1/Q2 2024.

Project	MW / MWh	Target energisation dates
Wormald Green	33 / 66	Q4 2023
Hawthorn Pit	49.9 / 99.8	Q1 2024
Rye Common	99 / 198	Q3 2024
-Phase I and II
Total	181.9 / 363.8

Pursuant to the Pipeline Agreement, the projects are to be acquired at a discount rate of no less than 10 per cent. based on independent valuation. It should be noted that acquisition of the pipeline projects remains subject to final due diligence and Board approval. Should the Company not exercise its rights of first refusal over any or all of the three projects, the Developer may choose to sell such projects in the market.

Technology

The three pipeline projects stated above are designed to use 2-hour duration batteries which Harmony Energy Advisors Limited (the "Investment Adviser") believes offers the most attractive revenue profile allowing more trading through the wholesale markets and less reliance on ancillary services, as is common with shorter duration batteries. In keeping with the commitment on IPO to continually assess and analyse the BESS market to ensure that the Company is able to diversify across suppliers and ensure that the Company's projects can take advantage of any developments with regard to the supply of batteries and / or revenue optimisation services, the Investment Adviser has tendered a number of battery suppliers in relation to the next three pipeline projects. Taking into account recent technological developments which mean there are more suppliers offering 2-hour duration batteries and other factors such as lead time for supply, impact and sustainability, and warranties. The Investment Adviser has chosen a preferred third-party bidder in relation to the supply of batteries on these three projects who can meet the necessary timelines. The Investment Adviser is also in discussions with a number of revenue optimisation service providers who are offering competitive terms for services on the next projects.

Benefits of the Placing

The Board believes the Placing will have the following benefits:

·   Enable the Company to take advantage of its right of first refusal to acquire up to three specific pipeline projects 'off-market' with near-term grid connection energisation dates and BESS supply and construction schedules;

· Allow the Company to invest further to diversify its existing portfolio and continue to drive value through NAV growth and increased projected revenues; 

·   Achieve economies of scale and reductions in the total expense ratio by spreading the Company's fixed  unning costs across a wider share capital base and reducing the scale of charges for the Investment Adviser;

·   Issuing C Shares helps reduce cash drag for the existing portfolio Ordinary Share shareholders' whilst committing the net proceeds to up to three specific projects facilitates timely conversion of C Shares, expected to be within ca. three months (following which the new Ordinary Shares will rank pari passu with existing Ordinary Shares for the target dividend of 8p per share in 2023); and

·     Increase the size of the Company to help make it more attractive to a wider base of investors and help improve liquidity following the conversion of the C Shares into new Ordinary Shares.

RCF

The Company's current debt provider, NatWest plc, has agreed, via a Heads of Terms, to provide the Company with a £35 million revolving credit facility. Final terms are expected to be agreed shortly with such financing then expected to be available for in connection with the construction of pipeline projects.

Use of proceeds

The next three pipeline projects requiring funding imminently are 33 MW / 66MWh, 49.9MW / 99.8 MWh and 99 MW / 198 MWh respectively. Depending on the level of gross proceeds raised through the Placing, the Company intends to use the funds, together with the RCF, towards the acquisition and funding of any or all of the three projects. The maximum amount to be raised under the Placing is £130 million (before expenses) which would fund the acquisition and build out of all three of the projects together with the funds from RCF.

Acquisitions are subject to final due diligence, independent valuation and approval by the Board.

Harmony Energy

Certain senior Principals of Harmony Energy, the Investment Adviser and their associates have confirmed that they will collectively subscribe for new C Shares in the Placing equating to £1 million in aggregate. Those C Shares and, post conversion, the new Ordinary Shares, will be subject to a two year lock-up and orderly market arrangement.

In addition, as consideration for the pipeline projects, it is expected that Harmony Energy will receive a minimum of 15 per cent. of the consideration payable in C Shares with the balance of maximum 85 per cent. payable in cash. This split of shares and cash payable to Harmony Energy requires a variation to the Pipeline Agreement however the calculation mechanism for total consideration payable to Harmony Energy remains unchanged. Cash consideration payable to Harmony Energy is intended to support the continued development of pipeline projects. The C Shares issued as consideration to Harmony Energy and, post their conversion, new Ordinary Shares will be subject to the provisions of the Lock-up and Orderly Market Deed entered into on IPO.

The proposed Placing

Pursuant to the Prospectus published on 15 October 2021, the Company has Placing Programme authority to issue up to 250 million Ordinary and / or C Shares (the "Placing Programme"). The Company's Placing Programme runs up to and including 14 October 2022.

Taking into account the funding requirement for the three specified projects, the maximum to be raised pursuant to the Placing is £130 million (before expenses) through the issue of up to 130 million new C Shares at an issue price of 100p per C Share.

The C Shares

The assets representing the net proceeds of the Placing will be accounted for and managed as a distinct pool of assets until the C Shares are converted into Ordinary Shares.

Under the terms of the Company's articles of association (the "Articles"), the conversion process will be triggered on a date to be determined by the Directors, occurring no later than when the Company's AIFM has given notice to the Directors that at least 90 per cent., or such other percentage as the Directors and the Company's AIFM may agree, of the net proceeds of the Placing have been committed. It is expected that conversion of the C Shares will take place within ca. three months of their issue. Under the articles the conversion date may be no later than the date falling twelve months after the date of admission of the C Shares. The date on which the conversion process is triggered will be the calculation date for the conversion (the "Conversion Calculation Date").

The C Shares will convert into Ordinary Shares on the basis of a conversion ratio calculated in accordance with the Articles (the "Conversion Ratio"). The Conversion Ratio is the ratio of the net asset value per C Share to the net asset value per Ordinary Share as at the Conversion Calculation Date. The net asset values will be calculated in accordance with the Articles.

On conversion, the new Ordinary Shares issued as a result of the conversion of C Shares will rank pari passu with the existing Ordinary Shares in issue on the date of conversion. Pending conversion, the Company does not anticipate paying a dividend to holders of C Shares. The costs of the Placing will be borne by the holders of the C Shares.

Further details relating to the Placing

Berenberg is acting as sole global coordinator and bookrunner in connection with the Placing. The number of new C Shares to be issued pursuant to the Placing (the "Placing Shares") will be determined by the Company, in consultation with Berenberg, following the close of the Placing at 1.00 p.m. on 11 October 2022, and announced along with the results of the Placing at 7.00 a.m. on 12 October 2022. The Placing is being undertaken under the Company's Placing Programme, pursuant to the Prospectus published on 15 October 2021.

Berenberg will choose to accept 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 the Company and Berenberg may determine. It may be necessary to scale back applications under the Placing if the number of applications exceeds the number of Placing Shares available under the Placing. In such event, Placing Shares will be allocated at the discretion of the Company (in consultation with Berenberg). The Company will consider various factors when making this scaleback decision, including whether existing shareholders wish to maintain their current percentage holding in the Company.

The Company will apply for admission of the Placing Shares to trading on the Specialist Fund Segment of the Main Market of London Stock Exchange plc ("Admission"). It is expected that settlement of subscriptions in respect of the Placing Shares and Admission will take place and that trading in the new C Shares will commence at 8.00 a.m. on  14 October 2022 .

The Placing is subject to the terms and conditions set out in prospectus published on 15 October 2021 (which forms part of this announcement, together the "Announcement").

Timetable*

Placing Opens	10:00 a.m. on 28 September 2022
Latest time for Commitments under the Placing	1:00 p.m. on 11 October 2022
Results of Placing announced	7.00 a.m. on 12 October 2022
Admission of Shares to trading	8.00 a.m. on 14 October 2022

*The dates and times specified above are subject to change. In particular, the Directors may (with the prior consent of Berenberg) bring forward or postpone the closing time and date for the Placing. In the event that a date or time is changed, the Company will notify persons who have applied for Placing shares by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.

References to all times are to London times unless otherwise stated.

Dealing codes

Ticker	HEIC
ISIN for the C Shares	GB00BLNNFZ25
SEDOL for the C Shares	BLNNFZ2
Legal Entity Identifier (LEI)	254900O3XI3CJNTKR453

END

For further information, please contact:

Harmony Energy Advisors Limited Paul Mason Max Slade Peter Kavanagh James Ritchie [e-mail]
Berenberg Gillian Martin Ben Wright Dan Gee-Summons	[phone]
Camarco Eddie Livingstone-Learmonth Georgia Edmonds	[phone]
JTC (UK) Limited Christopher Gibbons [e-mail]	[phone]

LEI: 254900O3XI3CJNTKR453

Disclaimer

This Announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any C Shares referred to in this Announcement only on the basis of information (including terms and conditions) contained in the Prospectus published by the Company (and in any other supplementary prospectus) and not in reliance on this Announcement. Copies of the Prospectus are, subject to any applicable law, available for viewing at the National Storage Mechanism at  https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website.

This Announcement is not an offer to sell or a solicitation of any offer to buy the C Share s in the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan or their respective territories or possessions or any member state of the EEA (with the exception of the Republic of Ireland) or in any other jurisdiction where such offer or sale would be unlawful.

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, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

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 C Share s will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the C Share s 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.

In the United Kingdom, this communication is being distributed only to, and is directed only at, qualified investors as defined under Article 2 of the Prospectus Regulation: (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. For the purposes of this provision the expression "Prospectus Regulation" means the UK version of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Prospectus (Amendment, etc) (EU Exit) Regulations 2019.

Joh. Berenberg, Gossler & Co. KG, acting through its London Branch, which is authorised by the German Federal Financial Supervisory Authority (BaFin) and in the United Kingdom is deemed authorised under the Temporary Permissions Regime and subject to limited regulation by the FCA, is acting for the Company and for no-one else in connection with the matters described in this Announcement and will not regard any other person (whether or not a recipient of the Prospectus) as its client and will not be responsible to anyone for providing the protections afforded to its clients or providing any advice in relation to the matters contained herein. Apart from the responsibilities, if any, which may be imposed on Berenberg by the FCA or under the FSMA or the regulatory regime established thereunder, Berenberg will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the arrangements referred to in this Announcement and the Prospectus.

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This Announcement may not be used in making any investment decision. This Announcement does not contain sufficient information to support an investment decision and 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. No reliance may be placed for any purposes whatsoever on this Announcement or its completeness.

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 this Announcement and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, the Investment Adviser, Berenberg or any of their respective partners (including, in the case of Berenberg, unlimited partners (persönlich haftende Gesellschafter)), affiliates or by any of their respective officers, employees , agents or advisers in relation to it. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this Announcement or on its completeness, accuracy or fairness. This Announcement has not been approved by any competent regulatory or supervisory authority.

The Company has a limited trading history. 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. 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.

Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this Announcement nor, unless previously published by means of an RIS announcement, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

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Forward ‐ looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward ‐ looking statements speak only as at the date of this Announcement and cannot be relied upon as a guide to future performance. Subject to their respective legal and regulatory obligations (including under the Prospectus Regulation Rules), the Company, the Investment Adviser and/or Berenberg expressly disclaim any obligations or undertaking to update or revise any forward ‐ looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including FSMA, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the UK version of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Prospectus (Amendment, etc) (EU Exit) Regulations 2019 and the UK version of Directive 2014/65/EU on markets in fi nancial instruments, Regulation (EU) No. 600/2014 on markets in fi nancial instruments, and any secondary legislation, rules, regulations and procedures made pursuant thereto up to 31 December 2019, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended.

None of the Company, the Investment Adviser and/or Berenberg , or any of their respective partners (including, in the case of Berenberg, unlimited partners (persönlich haftende Gesellschafter)), affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the Announcement or its contents or otherwise arising in connection therewith. The Company, the Investment Adviser and/or Berenberg, or any of their respective partners (including, in the case of Berenberg, unlimited partners (persönlich haftende Gesellschafter)), affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents or otherwise arising in connection therewith.

In accordance with the UK version of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products and its implementing and delegated acts, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Packaged Retail and Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019, a Key Information Document in respect of the C Share s is available to investors at  https://www.heitp.co.uk/ .

The Company is the only manufacturer of the C Share s for the purposes of the PRIIPs Regulation and neither the Investment Adviser nor Berenberg is a manufacturer for these purposes. Neither the Investment Adviser nor Berenberg make any representations, express or implied, or accepts any responsibility whatsoever for the contents of any Key Information Documents prepared by the Company nor do they accept any responsibility to update the contents of any Key Information Documents in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such Key Information Documents to future distributors of C Share s. The Investment Adviser and Berenberg and their respect partners (including, in the case of Berenberg, unlimited partners (persönlich haftende Gesellschafter)) and affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of any Key Information Documents prepared by the Company .

 

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