Update re Equity Issuance

RNS Number : 4403Y

Miton UK MicroCap Trust plc

12 May 2021

 

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 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

12 May 2021

Miton UK MicroCap Trust plc

Update re Equity Issuance

Further to the announcement on 10 March 2021 the Board of Miton UK MicroCap Trust plc (the "Company") notes that the block listing for 5,200,000 ordinary shares of £0.001 each ("Ordinary Shares") was admitted on 12 March 2021. The above 5,200,000 Ordinary Shares may be issued pursuant to the Company's existing general authority to issue shares on a non pre-emptive basis. Any Ordinary Shares issued pursuant to this authority will be issued at a premium to the net asset value (cum income) per Ordinary Share at the time of issue, with such premium to cover the costs associated with the issuance. These Ordinary Shares may be issued inter alia to satisfy market demand and for the purposes of managing the premium to net asset value (cum income) per Ordinary Share at which the Ordinary Shares are trading. When issued, these Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue.

It is anticipated that issuance under the block listing will conducted through tap issues and the terms and conditions of these tap issues are included in the Appendix to this announcement. Any such issuance should be coordinated via Peel Hunt LLP. There can however be no certainty that the Company will issue shares through tap issuance.

The Company's LEI is: 21380048Q8UABVMAG916

Enquiries:

Miton UK MicroCap Trust plc

Gervais Williams, Martin Turner, Claire Long

Tel: [phone]

Peel Hunt LLP

Liz Yong, Luke Simpson, Tom Pocock (Investment Banking) Alex Howe, Chris Bunstead, Ed Welsby, Richard Harris (Sales)

Tel: [phone]

Appendix - Terms and conditions of the Tap Issues under the Block Listing

INTRODUCTION

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE TAP ISSUES.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S. PERSONS OR, IN OR INTO THE UNITED STATES, THE EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE TAP ISSUES FOR INVITED PLACEES ONLY.

THE TAP ISSUE SHARES THAT ARE THE SUBJECT OF EACH TAP ISSUE ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION OR THE UNITED KINGDOM, OTHER THAN TO QUALIFIED INVESTORS, WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN TAP ISSUE SHARES. THE PRICE OF THE TAP ISSUE SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE TAP ISSUE SHARES.

Prospective Placees will be deemed to have read and understood this announcement and these terms and conditions in its entirety and to be making such offer on the terms and conditions and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:

1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Tap Issue Shares that are allocated to it for the purposes of its business;

2. in the case of any Tap Issue Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, (i) the Tap Issue Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or any Member State of the EEA other than Qualified Investors or in circumstances in which the prior consent of Peel Hunt has been given to the offer or resale; or (ii) where Tap Issue Shares have been acquired by it on behalf of persons in the United Kingdom or any Member State of the EEA other than Qualified Investors, the offer of those Tap Issue Shares to it is not treated under the Prospectus Regulation as having been made to such persons; and

3. (i) (1) it is not a U.S. Person, (2) it is not located in the United States, and (3) it is not acquiring the Tap Issue Shares for the account or benefit of a U.S. Person; or (ii) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other than an estate or trust) held for the benefit or account of a non U.S. person in reliance on Regulation S.

The Company and Peel Hunt will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements (and any other representations, acknowledgement and agreements contained in this Appendix) when deciding whether to accept the offer made by a prospective Placee. Peel Hunt does not make any representation to any prospective Placee regarding an investment in the Tap Issue Shares referred to in this announcement (including this Appendix).

The Tap Issue Shares referred to in this announcement have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States, and under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act. In making an offer to subscribe for the Tap Issue Shares under a Tap Issue, a prospective Placee acknowledges that the Tap Issue Shares may only be sold outside the United States in offshore transactions to persons who are not U.S. Persons in accordance with Regulation S under the Securities Act.

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.

DEFINITIONS

For the purposes of this Appendix:

"Admission" means admission of the Tap Issue Shares to be issued pursuant to a Tap Issue to the Premium Listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities

"AIFMD" means the UK version of Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers, as amended

"Block Listing" means a block listing of a total of 5,200,000 Ordinary Shares in the Company, as may be increased from time to time

"CREST" means the computerised settlement system operated by Euroclear UK and Ireland Limited which facilitates the transfer of title to shares in uncertificated form

"EEA" means the European Economic Area

"ERISA" means the United States Employee Retirement Income Security Act of 1974, as amended

"Excluded Territory" means Canada, Japan, Australia, New Zealand, the Republic of South Africa, the U.S. and any member state of the EEA and any jurisdiction where the extension or availability of a Tap Issue (and any other transaction contemplated thereby) would breach any applicable laws or regulations, and "Excluded Territories" shall mean any of them

"FATCA" means the United States Foreign Account Tax Compliance Act

"FCA" or "Financial Conduct Authority" means the UK Financial Conduct Authority

"Final Date" means 8.00 a.m. on the date of Admission under each Tap Issue

"Libor" means the London Interbank Offered Rate, being the average rate of interest that leading banks in London charge when lending to other banks

"London Stock Exchange" means London Stock Exchange Plc

"Member State" means a sovereign state which is a member of the European Union

"Official List" means the official list of the Financial Conduct Authority

"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended

"Ordinary Shares" means ordinary shares of £0.001 each in the capital of the Company

"Placee" means a Relevant Person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Tap Issue Shares has been given

"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

"Qualified Investors" means a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation

"Regulation S" means Regulation S promulgated under the Securities Act

"Regulatory Information Service" means a regulated information service approved by the FCA and on the list of Regulatory Information Services maintained by the FCA

"Securities Act" means the U.S. Securities Act of 1933, as amended

"Tap Issues" means the tap issues of Ordinary Shares under the Block Listing, and each a "Tap Issue"

"Tap Issue Price" means a premium to the prevailing net asset value per Ordinary Share (cum income) on the day that each Tap Issue closes

"Tap Issue Shares" means up to 5,200,000 Ordinary Shares issued pursuant to the Tap Issues under the Block Listing, as may be increased from time to time

"U.S." or "United States" means the United States of America, its states, territories and possessions, including the District of Columbia

"U.S. Investment Company Act" means the U.S. Investment Company Act of 1940, as amended

"U.S. Person" has the meaning given in Regulation S

DETAILS OF THE TAP ISSUES

The Company (after consultation with Peel Hunt) reserves the right to scale back the number of Tap Issue Shares to be subscribed by any Placee. The Company and Peel Hunt also reserve the right not to accept offers to subscribe for Tap Issue Shares or to accept such offer in part rather than in whole.  Peel Hunt shall be entitled to effect each Tap Issue by such method as they shall in their sole discretion determine. To the fullest extent permissible by law, neither Peel Hunt nor any holding company of Peel Hunt nor any subsidiary branch or affiliate of Peel Hunt (each an "affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to the Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Peel Hunt, nor any affiliate thereof nor any person acting on their behalf shall have any liability to Placees in respect of their conduct of each Tap Issue.

Each Placee's obligations will be owed to the Company and to Peel Hunt. Following the confirmation referred to below in the paragraph entitled "Participation in, and principal terms of, the Tap Issues", each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Peel Hunt, to pay to Peel Hunt (or as Peel Hunt may direct) in cleared funds an amount equal to the product of the Tap Issue Price and the number of Tap Issue Shares which such Placee has agreed to acquire.

Each Placee agrees to indemnify on demand and hold each of Peel Hunt, the Company 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 acknowledgments, undertakings, representations, warranties and agreements set forth in these terms and conditions and any contract note.

Further details of conditions in relation to the Tap Issues are set out below in the paragraph entitled "Conditions of the Tap Issues".

PAYMENT FOR SHARES

Each Placee must pay the Tap Issue Price for the Tap Issue Shares issued to the Placee in the manner and by the time directed by Peel Hunt. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for Tap Issue Shares shall at Peel Hunt's discretion either be rejected or accepted in which case the paragraph below entitled "Registration and Settlement" shall apply to such application.

PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE TAP ISSUES

Participation in a Tap Issue will only be available to persons who may lawfully be, and are, invited to participate by Peel Hunt. Peel Hunt and its affiliates may participate in a Tap Issue as principal.

By participating in a Tap Issue, Placees will be deemed to have read and understood this announcement, including this Appendix, in its entirety and to be participating and making an offer for Tap Issue Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix.

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, a Tap Issue. No commissions will be paid to Placees or by Placees in respect of any Tap Issue Shares.

Each Placee's allocation will be confirmed to Placees orally or by email by Peel Hunt (the "Confirmation"), and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The Confirmation will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Peel Hunt and the Company, under which it agrees to acquire the number of Tap Issue Shares allocated to it at the Tap Issue Price on the terms and conditions set out in this Appendix and in accordance with the articles of association of the Company.

Peel Hunt may also, subject to prior consent of the Company allocate Tap Issue Shares after the time of any initial allocation to any person making an offer after that time. The Company reserves the right (upon agreement with Peel Hunt) to reduce or seek to increase the amount to be raised pursuant to each Tap Issue, in its absolute discretion.

Except as required by law or regulation, no press release or other announcement will be made by Peel Hunt or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

Irrespective of the time at which a Placee's allocation pursuant to each Tap Issue is confirmed, settlement for all Tap Issue Shares to be acquired pursuant to each Tap Issue will be required to be made at the same time, on the basis explained below under the paragraph entitled "Registration and Settlement".

All obligations under each Tap Issue will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below and to each Tap Issue not being terminated on the basis referred to below.

By choosing to participate in a Tap Issue, each Placee agrees that its rights and obligations in respect of such Tap Issue will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

To the fullest extent permissible by law, none of the Company, Peel Hunt or any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise under these terms and conditions). In particular, none of the Company, Peel Hunt or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Peel Hunt's conduct of each Tap Issue. In making an offer to subscribe for the Tap Issue Shares, each prospective Placee acknowledges and agrees that the Company is responsible for the allotment of the Tap Issue Shares to the Placees and Peel Hunt shall have no liability to the Placees for the failure of the Company to fulfil those obligations.

CONDITIONS OF THE TAP ISSUES

Subject to certain exceptions, Peel Hunt may, at its absolute discretion and upon such terms as it thinks fit, waive, or extend the period (up to the Final Date) for compliance by the Company with the whole or any part of any of the Company's obligations in relation to each Tap Issue. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

Neither Peel Hunt nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to any Tap Issue nor for any decision they may make as to the satisfaction of any condition or in respect of any Tap Issue generally and by participating in a Tap Issue each Placee agrees that any such decision is within the absolute discretion of Peel Hunt and/or the Company, as the case may be.

NO PROSPECTUS

The Tap Issue Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or elsewhere.  No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to any Tap Issue and Placees' commitments will be made solely on the basis of the information contained in this announcement (including this Appendix) and certain business and financial information the Company is required to publish in accordance with the rules and practices of the FCA (collectively "Exchange Information").

Each Placee, by accepting a participation in a Tap Issue and in making an offer to subscribe for the Tap Issue Shares, agrees that the content of this announcement, including this Appendix, is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or Peel Hunt or any other person and neither Peel Hunt nor the Company nor any other person will be liable for any Placee's decision to participate in a Tap Issue based on any other information, representation, warranty or statement which the Placees may have obtained or received. In making an offer to subscribe for the Tap Issue Shares, each prospective Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company before choosing to participate in a Tap Issue. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. 

REGISTRATION AND SETTLEMENT

Settlement of transactions in the Tap Issue Shares following Admission will take place within CREST provided that, subject to certain exceptions, Peel Hunt reserves the right to require settlement for, and delivery of, the Tap Issue Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Each Placee allocated Tap Issue Shares in a Tap Issue will be sent a trade confirmation or contract note stating the number of Tap Issue Shares allocated to it at the Tap Issue Price, the aggregate amount owed by such Placee to Peel Hunt (as agent for the Company) and settlement instructions.

It is expected that settlement in respect of the Tap Issue Shares will be on a T+2 basis in accordance with the instructions set out in the trade confirmation.

By choosing to participate in a Tap Issue and in making an offer to subscribe for the Tap Issue Shares, each prospective Placee acknowledges and agrees that:

1.    it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Peel Hunt;

2.    interest will be chargeable daily on payments not received from a Placee on the due date in accordance with the arrangements set out above at the rate of two percentage points above Libor as determined by Peel Hunt;

3.    if it does not comply with its obligations, Peel Hunt may sell any or all of the Tap Issue Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Peel Hunt's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due;

4.    any excess proceeds will pass to the relevant Placee at its risk;

5.    it will remain liable and shall indemnify Peel Hunt on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Tap Issue Shares on such Placee's behalf; and

6.    each Placee confers on Peel Hunt all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Peel Hunt lawfully takes in pursuance of such sale.

If Tap Issue Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note is copied and delivered immediately to the relevant person within that organisation.

Insofar as Tap Issue 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 Tap Issue Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with any Tap Issue.

REPRESENTATIONS, WARRANTIES AND FURTHER TERMS

By choosing to participate in a Tap Issue and in making an offer to subscribe for Tap Issue Shares, each prospective Placee (and any person acting on such prospective Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and Peel Hunt, namely that, each Placee (and any person acting on such Placee's behalf):

1. represents and warrants that it has read and understood this announcement, including this Appendix, in its entirety and that its subscription of Tap Issue Shares is subject to, and based upon, all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this announcement (including this Appendix);

2. acknowledges that no offering document or prospectus has been prepared in connection with any Tap Issue of the Tap Issue Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

3. acknowledges that the Tap Issue Shares are listed on the premium segment of the Official List of the Financial Conduct Authority, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA (collectively the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4. acknowledges that none of Peel Hunt, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Tap Issue Shares or the Company other than this announcement (including this Appendix); nor has it requested any of Peel Hunt, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

5. acknowledges that the content of this announcement (including this Appendix) is exclusively the responsibility of the Company, and that none of Peel Hunt, its affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this announcement (including this Appendix) or any information previously or concurrently published by or on behalf of the Company (including any Exchange Information), and will not be liable for any Placee's decision to participate in any Tap Issue based on any information, representation or statement contained in this announcement (including this Appendix) or otherwise. Each Placee further represents, warrants and agrees that (a) the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Tap Issue Shares is contained in this announcement (including this Appendix) and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Tap Issue Shares; and (b) it has neither received nor relied on any other information given or representations, warranties or statements made by Peel Hunt, the Company or any of their respective directors, officers or employees or any person acting on behalf of any of them (including with respect to the Company, any of the Tap Issues, the Tap Issue Shares or the accuracy, completeness or adequacy of any publicly available information), or, if received, it has not relied upon any such information, representations, warranties or statements, and none of Peel Hunt or the Company will be liable for any Placee's decision to accept an invitation to participate in a Tap Issue based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company and the terms of the Tap Issues in deciding to participate in a Tap Issue and it will not rely on any investigation that Peel Hunt, its affiliates or any other person acting on its or their behalf has or may have conducted;

6. represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in a Tap Issue;

7. acknowledges that Peel Hunt does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Peel Hunt is not acting for it or its clients and that Peel Hunt will not be responsible for providing protections to it or its clients;

8. acknowledges that none of Peel Hunt, any of its affiliates or any person acting on behalf of it or them has or shall have any liability for any publicly available or filed information (including any Exchange Information) or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9. that, save in the event of fraud on the part of Peel Hunt (and to the extent permitted by the FCA), neither Peel Hunt, its ultimate holding company nor any direct or indirect subsidiary undertakings of that holding company, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of Peel Hunt's role as placing agent or otherwise in connection with any of the Tap Issues and that where any such liability nevertheless arises as a matter of law, Placees will immediately waive any claim against any of such persons which it may have in respect thereof;

10.  no person is authorised in connection with any of the Tap Issues to give any information or make any representation other than as contained in this announcement and, if given or made, any information or representation must not be relied upon as having been authorised by the Company or Peel Hunt;

11.  if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Tap Issue Shares under a Tap Issue, 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 or jurisdiction and that it has not taken any action or omitted to take any action which will or might reasonably be expected to result in the Company, Peel Hunt or any of their respective officers, agents or employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with that Tap Issue;

12.   if it is outside the United Kingdom, neither this Announcement nor any other offering, marketing or other material in connection with a Tap Issue constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Tap Issue Shares pursuant to that Tap Issue 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 Tap Issue 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;

13.   if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the United Kingdom) on the date of such Placee's agreement to subscribe for Tap Issue Shares under a Tap Issue and will not be any such person on the date any such agreement to subscribe under that Tap Issue is accepted;

14. represents and warrants that a) (i) it is not in the United States; (ii) it is not a U.S. Person; and (iii) it is not acting for the account or benefit of a U.S. Person or b) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other than an estate or trust) held for the benefit or account of a non U.S. Person in reliance on Regulation S;

15. acknowledges and understands that the Tap Issue Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons pursuant to Regulation S under the Securities Act, and the Tap Issue Shares have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and that the Company will not be registered under the U.S. Investment Company Act and Placees will not be entitled to the benefits of regulation under that act, and agrees not to reoffer, resell, pledge, transfer or deliver any Tap Issue Shares, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States;

16.  acknowledges that it is not making an offer to subscribe for the Tap Issue Shares as a result of any general solicitation or general advertising (as these terms are used in Regulation D under the Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, internet or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

17. unless otherwise specifically agreed in writing with Peel Hunt, represents and warrants that neither it nor the beneficial owner of such Tap Issue Shares will be a resident of Excluded Territories;

18. acknowledges that the Tap Issue Shares have not been and will not be registered under the securities legislation of Excluded Territories and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

19. represents and warrants that the issue to it, or the person specified by it for registration as holder, of Tap Issue Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Tap Issue Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Tap Issue Shares into a clearance system;

20. represents and warrants that: (i) it has complied with and will continue to comply with its obligations under the UK version of Market Abuse Regulation (EU) No. 596/2014, Criminal Justice Act 1993 and Part VIII of the Financial Services and Markets Act 2000, as amended ("FSMA") and other applicable law; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), and other applicable law, the Terrorism Act 2006, the Money Laundering Regulations 2007 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations, and any other applicable law (where all such legislation listed under this (ii) shall together be referred to as the "AML Legislation"); and (iii) it is not a person: (1) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (2) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3) subject to financial sanctions imposed pursuant to a regulation of the EU or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and pursuant to the AML Legislation and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Peel Hunt or the Company such evidence, if any, as to the identity or location or legal status of any person (including in relation to the beneficial ownership of any underlying investor) which Peel Hunt or the Company may request from it in connection with any of the Tap Issues (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise or any other information as may be required to comply with legal or regulatory requirements (including in particular under the AML Legislation)) in the form and manner requested by Peel Hunt or the Company on the basis that any failure by it to do so may result in the number of Tap Issue Shares that are to be purchased by it or at its direction pursuant to the applicable Tap Issue being reduced to such number, or to nil, as Peel Hunt may decide at its sole discretion;

21. if the Placee is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, such Placee represents and warrants that the Tap Issue Shares purchased by it in a Tap Issue will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or a Member State of the EEA other than Qualified Investors, or in circumstances in which the prior consent of Peel Hunt has been given to the offer or resale;

22. represents and warrants that it has not offered or sold and will not offer or sell any Tap Issue Shares to persons in the United Kingdom or the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom or any member state of the EEA within the meaning of the Prospectus Regulation;

23. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Tap Issue Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

24. represents and warrants that it has complied and will comply with all applicable provisions of the FSMA and the Financial Services Act 2012 with respect to anything done by it in relation to the Tap Issue Shares in, from or otherwise involving, the United Kingdom;

25. if the Placee is in the United Kingdom or a Member State of the EEA, unless otherwise specifically agreed with Peel Hunt in writing, represents and warrants that it is a Qualified Investor and that it is a person to whom Tap Issue Shares may lawfully be marketed to under any applicable legislation implementing the AIFMD;

26. if in the United Kingdom, represents and warrants that it is a person who: (i) falls with Articles 49(2)(A) to (D) or 19(5) of the Order or it is a person to whom the Tap Issue Shares may otherwise be lawfully offered under such Order or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the Tap Issue Shares may be lawfully offered under that other jurisdiction's laws and regulations; and (ii) is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;

27. represents and warrants that it and any person acting on its behalf is entitled to acquire the Tap Issue Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in a Tap Issue 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 (including this Appendix)) and will honour such obligations;

28. where it is acquiring Tap Issue Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (i) to acquire the Tap Issue Shares for each managed account; (ii) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (iii) to receive on its behalf any investment letter relating to a Tap Issue in the form provided to it by Peel Hunt;

29.  it irrevocably appoints any director of the Company and any director or duly authorised employee or agent 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 Tap Issue Shares for which it has given a commitment under a Tap Issue, in the event of its own failure to do so;

30. undertakes that it (and any person acting on its behalf) will make payment for the Tap Issue Shares allocated to it in accordance with this announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Tap Issue Shares may be placed with other subscribers or sold as Peel Hunt may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Peel Hunt on demand for any shortfall below the net proceeds of such sale and the Tap Issue proceeds of such Tap Issue Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon a Tap Issue or sale of such Placee's Tap Issue Shares on its behalf;

31. acknowledges that none of Peel Hunt, any of its affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with any Tap Issue and that it has chosen to participate in a Tap Issue on the basis that it is not and will not be treated for these purposes as a client of Peel Hunt and that Peel Hunt has no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to that Tap Issue;

32. undertakes that the person whom it specifies for registration as holder of the Tap Issue Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither Peel Hunt nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in a Tap Issue and it agrees to indemnify the Company and Peel Hunt in respect of the same on the basis that the Tap Issue Shares will be issued to the CREST stock account of Peel Hunt who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

33. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Tap Issue Shares (together with any interest chargeable thereon) may be taken by the Company or Peel Hunt 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;

34. acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix;

35. agrees that the Company, Peel Hunt and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Peel Hunt on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

36. agrees to indemnify on an after-tax basis and hold the Company, Peel Hunt 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 each Tap Issue;

37. acknowledges that no action has been or will be taken by any of the Company, Peel Hunt or any person acting on behalf of the Company or Peel Hunt that would, or is intended to, permit a public offer of the Tap Issue Shares in any country or jurisdiction where any such action for that purpose is required;

38. acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Tap Issue Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with any Tap Issue. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Tap Issues, including the merits and risks involved;

39. acknowledges that its commitment to subscribe for Tap Issue Shares on the terms set out herein and in the trade confirmation or contract note will continue, notwithstanding any amendment that may in the future be made to the terms of the Tap Issues and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Tap Issues;

40. acknowledges that Peel Hunt or any of its affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Tap Issues;

41. represents and warrants that, if it is a pension fund or investment company, its purchase of Tap Issue Shares is in full compliance with all applicable laws and regulation;

42.  represents and warrants that 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 Tap Issue 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 ERISA that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the U.S. Tax Code, including an individual retirement account or other arrangement that is subject to Section 4975 of the U.S. Tax Code; or (iii) 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 U.S. Tax Code. In addition, if a Placee 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 U.S. Tax Code, its purchase, holding, and disposition of the Tap Issue Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

43.    acknowledges that the Company reserves the right to make inquiries of any holder of the Tap Issue 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 Tap Issue Shares or interests in accordance with the articles of association of the Company;

44. 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; and

45. to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the announcement, including this Appendix.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Peel Hunt and the Company and are irrevocable and shall not be capable of termination in any circumstances.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Tap Issue Shares in question. Such agreement assumes that the Tap Issue Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Tap Issue Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Tap Issue Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Peel Hunt will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in a Tap Issue as an agent or nominee) the allocation, issue, allotment or delivery of Tap Issue Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Peel Hunt in the event that any of the Company and/or Peel Hunt has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Peel Hunt accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Tap Issue Shares or the agreement by them to subscribe for any Tap Issue Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that Peel Hunt does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities given to Peel Hunt by the Company in connection with any Tap Issue.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Peel Hunt or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Tap Issue Shares.

When a Placee or person acting on behalf of the Placee is dealing with Peel Hunt, any money held in an account with Peel Hunt on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Peel Hunt's money in accordance with the client money rules and will be used by Peel Hunt in the course of its own business and the Placee will rank only as a general creditor of Peel Hunt.

All times and dates in this announcement (including this Appendix) may be subject to amendment, and Placees' commitments, representations and warranties are not conditional on any of the expected times and dates in this announcement (including this Appendix) being achieved. Peel Hunt shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an appropriately qualified independent financial adviser.

Peel Hunt is entitled, at its discretion and out of its own resources, at any time to rebate to some or all of its investors, or to other parties, part or all of its fees relating to the Tap Issues.

MISCELLANEOUS

Solely for the purposes of the product governance requirements contained within: (a) the UK version of EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Tap Issue Shares have been subject to a product approval process, which has determined that the Tap Issue Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Placees should note that: the price of the Tap Issue Shares may decline and investors could lose all or part of their investment; the Tap Issue Shares offer no guaranteed income and no capital protection; and an investment in the Tap Issue Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Tap Issues.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt 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 Tap Issue Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Tap Issue Shares and determining appropriate distribution channels.

The content of this announcement has been prepared by, and is the sole responsibility of Miton UK Microcap Trust Plc.

The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. 

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA, is acting exclusively for the Company and no-one else in connection with the potential equity issue. Peel Hunt will not regard any other person as its client in relation to the potential issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the potential issue, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed by FSMA or the regulatory regime established thereunder, neither the Company nor Peel Hunt, or any of their respective directors, officers, employees, advisers, affiliates or agents, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or for any loss howsoever arising from any use of the announcement or its contents. The Company, Peel Hunt, and their respective directors, officers, employees, advisers, affiliates or agents, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Data Protection

The processing of a Placee's personal data by the Company will be carried out in compliance with the applicable data protection legislation and with its Privacy Notice, a copy of which can be found on the Company's website  https://www.mitonukmicrocaptrust.com/privacy/ .

Each Placee acknowledges that it has read and understood the processing activities carried out by the Company as informed in the referred Privacy Notice .

 

END

 

 

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