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John Laing Infra Fd (JLIF)

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Monday 20 March, 2017

John Laing Infra Fd

Placing of up to 89.8m of New Ordinary Shares

RNS Number : 8704Z
John Laing Infrastructure Fund
20 March 2017
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

 

 

20 March 2017


John Laing Infrastructure Fund Ltd (the "Company" or "JLIF")

 

Placing of up to 89.8 million of New Ordinary Shares

 

The Board of JLIF today announces a proposal to issue up to 89.8 million new ordinary shares in the capital of the Company (the "Placing Shares") by way of tap issuance (the "Placing"). 

 

Highlights

 

·      Placing of up to 89.8 million new ordinary shares

 

·    Net proceeds to be used to repay majority of outstanding sterling debt drawn on revolving credit facility

 

·      Placing will create flexibility to finance future acquisitions

 

 

Commenting on today's announcement, Paul Lester, Chairman of JLIF, said:

"Since its launch in 2010, JLIF has invested in over 60 diversified infrastructure projects and delivered a total shareholder return of 76.5%. Today's announced placing aligns with our strategy to repay our credit facility, enabling greater flexibility to finance future acquisitions of high quality assets. This underpins our aim to provide shareholders with a source of stable and predictable income.

We remain optimistic about the future of the business and the continued opportunities for growth across the markets in which JLIF operates."
 

Summary

·     JLIF, the FTSE 250 international PPP infrastructure investment company, today announces the launch of a Placing of up to 89.8 million new ordinary shares 

 

·    JLIF has a multi-currency revolving credit facility for up to £330 million which is used for acquisitions.  Following certain acquisitions completing in 2016, the Group's revolving credit facility is currently £121 million drawn in Sterling and, in addition, €57 million drawn in Euros

 

·    The net proceeds of the Placing will be used to repay the majority of the Group's outstanding revolving credit facility drawn in Sterling, creating flexibility for JLIF to finance future acquisitions 

 

·    In July 2016, JLIF drew €63.0 million on its revolving credit facility on completion of an additional 13.5% interest in the Barcelona Metro Stations Line 9 Section II project and a new 13.5% interest in the Barcelona Metro Stations Line 9 Section IV project.  Since then JLIF has used Euro-denominated cash flows from its portfolio to repay the amount drawn such that €57 million remains drawn at the date of this announcement.  JLIF intends to continue to adopt this strategy, whilst monitoring the Sterling/Euro exchange rate

 

·      The Placing Shares will rank pari passu in all respects with the existing ordinary shares, however, they will not be entitled to the dividend of 3.48p per share declared by the Company today

 

·     The Company has separately announced its results in respect of the year ended 31 December 2016. The Company estimates a net asset value ("NAV") per share of 122.2p as at 15 March 2017.  Adjusting for the dividend of 3.48p which goes "ex-div" on 23 March 2017, the NAV per share at this same date would be 118.72p

 

·      JLIF continues to assess a pipeline of acquisition opportunities

 


Details of the Placing and expected timetable

 

Under the terms of the Placing, JLIF intends to issue up to 89,826,897 new ordinary shares of 0.01 pence each in the capital of the Company, under the authority granted at the AGM on 16 May 2016.

 

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("JPMC") has been appointed as sole bookrunner in respect of the Placing.  

 

The Placing will be non-pre-emptive and launched immediately following this announcement (the "Announcement"). The price of the Placing Shares and the number to be issued will be determined at the close of the bookbuild for the Placing, expected at 12.00 pm (London) on 27 March 2017 and announced shortly thereafter.  The Placing may be closed earlier or later at the discretion of the Company and JPMC. 

 

Following the closing of the Placing, JLIF will be subject to a 45-day lock-up from issuing further shares, subject to certain exceptions.

 

The Appendix to this Announcement (which forms part of the Announcement) sets out the terms and conditions of the Placing.

 


For further information, please contact:

 

John Laing Capital Management                       020 7901 3326

Andrew Charlesworth

J.P. Morgan Cazenove                                        020 7742 4000

Edward Gibson-Watt
Oliver Kenyon
Shameer Patel

Finsbury                                                               020 7251 3801

Faeth Birch
Philip Walters

 

 

 

 

This Announcement contains Inside Information as defined under the Market Abuse Regulation (EU) No. 596/2014. 

 

This Announcement, including the Appendix, contains (or may contain) certain "forward-looking statements" with respect to certain of the Company's plans and its current goals or expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. Examples of such forward-looking statements include, among others, statements regarding the Company's business strategy, estimates of expenditure, future plans, present or future events, or objectives for future operations that involve risks and uncertainties and are not historic fact.  Such statements are based on current expectations and, by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statement. No assurance can be given that such forward-looking statements results will be achieved. Factors that might cause forward-looking statements to differ materially from actual results include, among other things, the following: global economic conditions, economic conditions in the UK and other jurisdictions in which the Company operates or invests, the effects of continued volatility in credit markets, exchange rate fluctuations and legislative, fiscal and regulatory developments. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement and the Company assumes no obligation to, and does not intend to update or revise publicly any of them whether as a result of new information, future events or otherwise, except to the extent required by the Financial Conduct Authority, the London Stock Exchange or by applicable law, the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules.

 

Save as set out below in the Appendix, neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement (including the Appendix).

 

 

APPENDIX:  FURTHER DETAILS OF THE PLACING


THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
  THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA.


IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
. 


MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS OF THE PLACING 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 (I) QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (II) PROFESSIONAL INVESTORS WITHIN THE MEANING OF ARTICLE 4(1)(AG) OF THE ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (WHICH MEANS DIRECTIVE 2011/61/EU AND INCLUDES ANY RELEVANT LEGISLATION IMPLEMENTING THAT DIRECTIVE IN ANY MEMBER STATE) ("AIFMD") OR WHOM MAY BE TREATED AS PROFESSIONAL INVESTORS UNDER THE NATIONAL LAW OF ANY MEMBER STATE; (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; (C) IN THE UNITED STATES, CERTAIN QUALIFIED INSTITUTIONAL BUYERS ("QIBS") (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) WHO ARE ALSO "QUALIFIED PURCHASERS" AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"); (D) IN SWITZERLAND, ANY PERSON WHO IS DEEMED A "QUALIFIED INVESTOR" AS DEFINED IN THE CISA AND ITS IMPLEMENTING ORDINANCE
; AND (E) IN AUSTRALIA, ANY PERSON WHO IS A "SOPHISTICATED INVESTOR" WITHIN THE MEANING OF SECTION 708(8) OF THE CORPORATIONS ACT 2001 (CTH) OR A "PROFESSIONAL INVESTOR" WITHIN THE MEANING OF SECTION 708(11) OF THE CORPORATIONS ACT 2001 (CTH) AND IN EACH CASE WHOSE ORDINARY BUSINESS IS TO BUY OR SELL SHARES, DEBENTURES OR INTERESTS IN MANAGED INVESTMENT SCHEMES, WHETHER AS PRINCIPAL OR AGENT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). 


THIS ANNOUNCEMENT (INCLUDING 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 (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. NEITHER THIS APPENDIX NOR THE ANNOUNCEMENT OF WHICH IT FORMS PART CONSTITUTES AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE COMPANY.
 


EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
 


Persons (including individuals, funds or otherwise) who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that:
 


(a)        it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
 


(b)        in the case of a Relevant Person in a Member State of the European Economic Area which has implemented the Prospectus Directive (a "Relevant Member State"), (i) it is a Qualified Investor, and (ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive: (a) the Placing Shares subscribed for and/or acquired by it in the Placing have not been subscribed for and/or acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of JPMC and the Company has been given to the offer or resale; or (b) where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;


(c)        in the case of a Relevant Person in a Member State of the European Economic Area which has implemented the AIFMD, it is a person to whom Placing Shares may lawfully be marketed under AIFMD;


(d)        it is (i) outside the United States, is not a U.S Person (within the meaning Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act")), is subscribing for Placing Shares in an "offshore transaction" (within the meaning of Regulation S) and is purchasing the Placing Shares for its own account or is purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is outside the United States and is not a U.S. Person or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust), in reliance upon Regulation S or (ii) in the case of a Relevant Person inside the United States or who is a U.S. Person , it is a
qualified institutional buyer ("QIB") as defined in Rule 144A under the Securities Act and also a qualified purchaser ("QP") as defined in the Investment Company Act; and 


(e)        it has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement and it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix.


The Company and JPMC will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
 


This Announcement (including this Appendix) is for information purposes and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United States, Australia, Canada, Japan or South Africa (save as provided herein) or in any jurisdiction in which such offer or invitation is unlawful (the "Restricted Jurisdictions") and the information contained herein is not for publication or distribution, directly or indirectly, to persons in any Restricted Jurisdiction.  No public offer of securities of the Company is being made in the United Kingdom, United States or elsewhere.
 


In particular, the Placing Shares referred to in this Announcement 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. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
  The Company has not been and will not be registered under the Investment Company Act and investors will not be entitled to the benefits of the Investment Company Act. Persons receiving this Announcement (including this Appendix) (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or to U.S. Persons or use the United States mails, directly or indirectly, in connection with the Placing.


The Placing Shares may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Placing Shares are being offered and sold (i) outside the United States to non-U.S. Persons in reliance on Regulation S under the Securities Act and (ii) inside and outside the United States to U.S. Persons reasonably believed to be QIBs who are also QPs.


The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is available) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom.
 


Th
e distribution of the Placing Shares in Switzerland will be exclusively made to, and directed at, regulated qualified investors (the "Regulated Qualified Investors"), as defined in Article 10(3)(a) or (b) of the Swiss Collective Investment Schemes Act of 23 June 2006, as amended ("CISA").  Accordingly, the Company has not been and will not be registered with the Swiss Financial Market Supervisory Authority ("FINMA").  This Announcement (including this Appendix) and/or any other offering materials relating to the Placing Shares may be made available in Switzerland solely to Regulated Qualified Investors. The Placing Shares are not and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This Announcement (including this Appendix) has been prepared without regard to the disclosure standards for issuance prospectuses under Article 652a of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under Articles 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this Announcement (including this Appendix) nor any other offering or marketing material relating to the Placing Shares may be publicly distributed or otherwise made publicly available in Switzerland.


The Placing Shares may not be offered to the public in Sweden.  The Company is not authorized under the Swedish Alternative Investment Fund Managers Act
(2013:561) and is not supervised by Finansinspektionen (the Swedish Financial Supervisory Authority) under this act. Neither this Announcement (including this Appendix) nor the offering of Placing Shares is subject to any registration or approval requirements in Sweden under the Swedish Financial Instruments Trading Act (1991:980).  Accordingly, this Announcement (including this Appendix) has not been, nor will it be, registered or approved by the Swedish Financial Supervisory Authority and this Announcement (including this Appendix) should not be construed as investment advice.


The Placing Shares may only be offered, sold, transferred or delivered at any time by anyone and this Announcement (including this Appendix) may only be circulated, as part of their initial distribution or anytime thereafter, directly or indirectly to qualified investors (gekwalificeerde beleggers) as such term is defined in Section 1:1 of the Act on Financial Supervision (Wet op het financieel toezicht) in the Netherlands ("Wft").

Under the AIFMD, the Company is required to make available to you certain information before you receive Placing Shares.  This information is either included in this document, the Company's last prospectus dated 6 September 2013, the Company's Risk Management Policy or the latest Company Factsheet.  The Company is also required to make available to you its latest Annual Report before you receive Placing Shares, which was published on 20 March 2017. The Company's last prospectus, Risk Management Policy, latest Company Factsheet and Annual Report are available on the Company's website at www.jlif.com.


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.
 


The distribution of this Announcement, including this Appendix, and the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken or will be taken by the Company, JPMC, or any of their respective Affiliates (as defined below), that would, or is intended to, permit an offer of the Placing Shares or possession or distribution of this Announcement, including this Appendix, or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement, including this Appendix, comes are required by the Company and JPMC to inform themselves about and to observe any such restrictions.
 


In this Appendix, unless the context otherwise requires, Placee means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.
 


Details of the Placing Agreement and the Placing Shares
 


JPMC has entered into a placing agreement (the "Placing Agreement") with the Company and John Laing Capital Management Ltd (the "Investment Adviser") under which JPMC has, on the terms and subject to the conditions set out therein, undertaken, as agent for the Company, to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price.
 


The Placing Shares will, when issued, be subject to the Company's Memorandum and Articles of Incorporation and be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 0.01 pence per share in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of such Ordinary Shares after the date of issue of the Placing Shares.
For the avoidance of doubt, the Placing Shares will not be entitled to receive the dividend of 3.48p per Ordinary Share declared today in respect of the period 1 July 2016 to 31 December 2016. 


The Placing Shares will be issued free of any encumbrance, lien or other security interest.


Application for listing and admission to trading
 


Application will be made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium segment of the Official List of the UK Listing Authority (the "Official List") and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around
29 March 2017 and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at that time.


Bookbuild
 


JPMC will today commence the bookbuilding process in respect to the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees.  This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.  No commissions will be paid to Placees or by Placees in respect of any Placing Shares. 
 

JPMC and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.  


Participation in, and principal terms of, the Placing
 


1.     JPMC is arranging the Placing as sole bookrunner and agent of the Company.
 


2.     Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by JPMC. 
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that JPMC and its affiliates are entitled to enter bids in the Bookbuild pursuant to their liquidity provision / market making activities. 


3.     By participating in the Bookbuild process and the Placing, 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 Placing Shares on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgments, agreements and undertakings contained in this Appendix.
 


4.     The Placing Shares are not being offered at a fixed price. The number of Placing Shares to be issued and the price per Placing Share (the "Placing Price") will be agreed between JPMC, the Company and the Investment Adviser following completion of the Bookbuild.  The number of Placing Shares and the Placing Price will be announced on a Regulatory Information Service following completion of the Bookbuild.
 


5.     To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at JPMC.  Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for and the price or price range that the prospective Placee is offering to pay. Bids may be scaled down by JPMC on the basis referred to paragraph 9 below. No more than 89,926,897 Placing Shares will be issued in aggregate.
 


6.     The Bookbuild is expected to close no later than 12.00 pm (London time) on 27 March 2017 but may be closed earlier or later at the discretion of JPMC.  JPMC may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
 


7.     A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with JPMC's consent will not be capable of variation or revocation after the time at which it is submitted.
 


8.     Each Placee's allocation and the Placing Price will be confirmed to Placees orally by JPMC following the close of the Bookbuild, and a trade confirmation will be dispatched as soon as practicable thereafter by JPMC and the terms of this Appendix will be deemed incorporated by reference therein. JPMC's oral confirmation to a Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of JPMC and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's Memorandum and Articles of Incorporation. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to JPMC, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and that the Company has agreed to allot and issue to that Placee. 
 


9.     Subject to paragraphs 4 and 5 above, JPMC may 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 JPMC may determine.  JPMC may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time, and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.  The Company reserves the right to reduce, subject to the maximum size of the Placing being 89,826,897 Placing Shares.
 


10.   Except as required by law or regulation, no press release or other announcement will be made by JPMC 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.
 


11.   Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
 


12.   All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement". 
 


13.   By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
 


14.   Subject to the terms of the Placing Agreement, JPMC shall be entitled to effect the Bookbuild and the Placing by such method as it shall in its sole discretion determine. To the fullest extent permissible by law, neither JPMC, nor any Affiliate, nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither JPMC, nor any of its Affiliates nor any person acting on their behalf shall have any liability to Placees in respect of their conduct of the Bookbuild or of such alternative method of effecting the Placing as JPMC and the Company may agree.
 


15. All obligations of JPMC under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing".


Conditions of the Placing 
 


The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. JPMC's obligations under the Placing Agreement are conditional on, inter alia:
 


(a)           the execution and delivery of the term sheet setting out the number of Placing Shares and the Placing Price, to be executed by JPMC, the Company and the Investment Adviser at the end of the Bookbuild;
 


(b)           the representations and warranties contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at all times before Admission;
 


(c)           in the opinion of JPMC (acting in good faith), the Company and the Investment Adviser having complied with and performed their respective obligations under the Placing Agreement, which in the opinion of JPMC (acting in good faith) are material in the context of the Placing, to the extent that the same fall to be performed before Admission (including, without limitation, delivery of the documents referred to and in accordance with the Placing Agreement);
 


(d)           there not having occurred before Admission any development or event (or any development or event involving a prospective change of which the Company or the Investment Adviser (as the case may be) is aware) which will or is likely to have a material adverse effect on the condition (financial, operational, legal or otherwise), prospects, solvency, liquidity, management, results of operations, financial position, business or general affairs of the Company or any member of its group, or of the Investment Adviser, whether or not arising in the ordinary course of business (whether or not foreseeable at the date of the Placing Agreement) (a "Material Adverse Change");
 


(e)           the Company allotting and issuing, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and
 


(f)            Admission occurring not later than 8.00 a.m. (London time) on 29 March 2017 or such later date as the Company and JPMC may otherwise agree but not being later than close of business on 7 April 2017,
(all conditions to the obligations of JPMC included in the Placing Agreement being together the "conditions").


If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by JPMC by the respective time or date where specified (or such later time or date as the Company and JPMC may agree), (ii) any such conditions become incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee (or any person on whose behalf the Placee is acting) in respect thereof
. 


JPMC may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company or the Investment Adviser with the whole or any part of any of their respective obligations in relation to the conditions in the Placing Agreement (save that the above conditions relating to the term sheet being executed and delivered and to Admission taking place and the Company's allotment of the Placing Shares may not be waived) or extend in writing the time required for the fulfilment of any such conditions in respect of all or any part of the performance thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).
 


Neither JPMC 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 it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of JPMC.
 


By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.


Right to terminate the Placing under the Placing Agreement
 


JPMC is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with the terms of the Placing Agreement in certain circumstances, including if:
 


(a)           in the opinion of JPMC (acting in good faith), the representations and warranties contained in the Placing Agreement are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the time when the notice to terminate the Placing Agreement is given; or
 


(b)           in the opinion of JPMC (acting in good faith), the Company or the Investment Adviser fails to comply with any of their respective obligations under the Placing Agreement which in the opinion of JPMC (acting in good faith) is material in the context of the Placing; or
 


(c)           in the opinion of JPMC (acting in good faith), there has been a Material Adverse Change (whether or not foreseeable at the date of the Placing Agreement); or
 


(d)           in the opinion of JPMC (acting in good faith), there has been a force majeure event as specified in the Placing Agreement which would, in the opinion of JPMC (acting in good faith), make it impracticable or inadvisable to proceed with the Placing.
 


By participating in the Placing, Placees agree that the exercise by JPMC of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of JPMC and that it need not make any reference to Placees and that it shall have no liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise or failure so to exercise.
 


No Prospectus
 


The Placing Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus in Guernsey, the United Kingdom or elsewhere.  No offering document or prospectus has been or will be submitted to be approved by the Guernsey Financial Services Commission nor the States of Guernsey Policy Council, nor the Central Bank of Ireland nor the FCA in relation to the Placing 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 in accordance with the rules and practices of the FCA (collectively "Exchange Information").
 


Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement, including this Appendix, is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or JPMC or any other person and neither JPMC nor the Company nor the Investment Adviser nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
 


Registration and Settlement
 


Settlement of transactions in the Placing Shares (ISIN: GG00B4ZWPH08) following Admission will take place within the CREST system, subject to certain exceptions. JPMC and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees, by such other means that they deem necessary if delivery or settlement to the Placees is not practicable within the CREST system within the timetable set out in this Announcement (including this Appendix) or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
 


Following close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with that Placee's standing arrangements in place with JPMC stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to JPMC and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with JPMC. The Company will issue shares on a delivery versus payment basis.
 


It is expected that settlement will be on 29 March 2017 on a T+2 basis in accordance with the instructions set out in the trade confirmation.
 


Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by JPMC.
 


Each Placee is deemed to agree that, if it does not comply with these obligations, JPMC may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for JPMC's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement (including this Appendix)) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on JPMC all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which JPMC lawfully takes in pursuance of such sale.
 


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


Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither JPMC nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
 


Representations, Warranties and Further Terms
 


By participating in the Placing each Placee (and any person acting on such Placee's behalf):
 


1           represents and warrants that it has read this Announcement, including this Appendix, in its entirety and acknowledges that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement (including this Appendix);
 


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


3           acknowledges that the Ordinary Shares are listed on the premium segment of the Official List of the UK Listing 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 neither JPMC nor the Company nor the Investment Adviser nor any of their respective Affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement (including this Appendix); nor has it requested any of JPMC, the Company, any of their 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 JPMC, its Affiliates or any person acting on JPMC's behalf has or shall have any liability for any information, representation or statement contained in this Announcement (including this Appendix) or any information previously 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 the Placing based on any information, representation or statement contained in this Announcement (including this Appendix) or otherwise;


6           represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing 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 Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of JPMC, the Company or the Investment Adviser (including with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any publicly available information) and neither JPMC nor the Company nor the Investment Adviser will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company and the terms of the Placing, satisfied itself that this information is still current and relied on that information in deciding to participate in the Placing;
 


7           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 the Placing;
 


8           acknowledges that neither JPMC nor any person acting on behalf of it nor any of its Affiliates has or shall have any liability for any publicly available or filed information (including any Exchange Information) or any information, representation, warranty or statement relating to the Company contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
 


9           if in a Member State of the European Economic Area, unless otherwise specifically agreed with JPMC in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive;
 


10         if in a Member State of the European Economic Area which has implemented AIFMD, represents and warrants that it is a person to whom Placing Shares may lawfully be marketed under AIFMD or under the applicable implementing legislation (if any) of such Member State;


11           if in the UK, represents and warrants that it is a Qualified Investor and also a person (i) who has professional experience in matters relating to investments falling with 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) to whom this Announcement (including this Appendix)  may otherwise be lawfully communicated;
 


12         represents and warrants that it is not, and at the time the Placing Shares are acquired will not (unless an exemption under the relevant securities laws is available) be a resident of Australia, Canada, Japan or South Africa, and, each of it and the beneficial owner(s) of the Placing Shares is, and at the time the Placing Shares are acquired will be, acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, and has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Placing Shares, will not look to JPMC for all or part of any such loss it may suffer, is able to bear the economic risk of an investment in the Placing Shares, is able to sustain a complete loss of the investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;
 


13        
if it is a resident of Australia, represents and warrants that it (and, if not also the beneficial holder, the beneficial holder) (i) is a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act 2001 (Cth) or a "professional investor" within the meaning of section 708(11) of the Corporations Act 2001 (Cth) and in each case whose ordinary business is to buy or sell shares, debentures or interests in managed investment schemes, whether as principal or agent;  and (ii) will not, within 12 months after the issue, offer those Placing Shares for sale in Australia unless that offer is itself made pursuant to a disclosure document under Part 6D.2 or Chapter 7 of the Corporations Act 2001 (Cth) or is itself made in reliance on an exemption from the disclosure requirements provided by the Corporations Act 2001 (Cth);


14          
if it is a resident of Switzerland, it is a Regulated Qualified Investor as defined in Article 10(3)(a) or (b) of the CISA;


15         if it is a resident of Sweden, represents and warrants that it is aware that the Company is not authorized under the Swedish Alternative Investment Fund Managers Act (2013:561) and is not supervised by Finansinspektionen (the Swedish Financial Supervisory Authority) and that this Announcement (including this Appendix) has not been nor will it be registered with or approved by Finansinspektionen under the Swedish Financial Instruments Trading Act (1991:980);
 


16         if it is a resident of the Netherlands, represents and warrants it is a qualified investor as defined in Section 1:1 of the Wft;


17        
if it is a resident of Singapore, represents and warrants it is either (i) an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or (ii) a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA;


18         represents and warrants that it is, or at the time the Placing Shares are acquired that it will be, the beneficial owner of such Placing Shares, or that the beneficial owner of such Placing Shares is not (unless an exemption under the relevant securities laws is available) a resident of Australia, Canada, Japan or South Africa and that it (i) is not a U.S. Person and is acquiring the Placing Shares for its own account or (ii) is outside the United States and is acquiring the Placing Shares for the account of a non-U.S. Person with respect to which it exercises sole investment discretion or (iii) it is a dealer or other professional fiduciary in the United States acting in reliance upon Regulation S under the Securities Act on a discretionary basis for a non-U.S. Person;
 


19         represents and warrants that,
except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 18 above) is either (i) a non-U.S. Person outside the United States acquiring the Placing Shares in an offshore transaction as defined in and in accordance with Regulation S under the Securities Act or (ii) a QIB who is also a QP which has duly executed a US Investor Letter in a form provided to it and delivered the same to JPMC or its one of its Affiliates;


20         represents and warrants that it is not an employee benefit plan as defined in section 3(3) of the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder (as amended from time to time, "ERISA") (whether or not subject to the provisions of Title 1 of ERISA) or an individual retirement account as defined in section 408 of the Internal Revenue Code;


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


22         acknowledges that the Placing Shares have not been and will not be registered or qualified for offer and sale nor will a prospectus be cleared in respect of any of the Placing Shares under the securities laws or legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, within those jurisdictions;
 


23         acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any State or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, that the Company has not been registered as an "investment company" under the Investment Company Act and that, subject to certain limited exemptions, the Placing Shares and are being offered and sold on behalf of the Company in "offshore transactions" (within the meaning of Regulation S) to persons who are not U.S. Persons;
 


24         acknowledges that no representation has been made as to the availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
 


25         represents and warrants that neither it nor its affiliates nor any person acting on its or their behalf have engaged or will engage in any "directed selling efforts" (within the meaning of Regulation S) with respect to the Placing Shares in the United States;
 


26         represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing 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 Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;
 


27         represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Criminal Justice Act 1993, the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations 2007 of the UK (SI 2007/2157), The Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law 1999 and  the Criminal Justice (Proceeds of Crime) (Financial Services Businesses) (Bailiwick of Guernsey) Regulations 2007, each as amended from time to time and/or as supplemented by any other applicable anti-money laundering guidance, regulations or legislation (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;
 


28         acknowledges that it is a term of your participation in the Placing that, to ensure compliance with the Regulations, JPMC may, in its absolute discretion, require verification of identity of it. Pending the provision to JPMC of evidence of identity, definitive certificates for the Placing Shares may be retained and/or the delivery of the Placing Shares into CREST may be delayed, each at JPMC's absolute discretion. JPMC also reserves the right to reject in whole or in part, or to scale down or limit, any participation;
 


29         acknowledges that pursuant to the Data Protection (Bailiwick of Guernsey) Law 2001 and the Data Protection Act 1998 (the "DP Laws"), the Company and/or its administrator (the "Administrator") and/or its registrar (the "Registrar"), may hold personal data (as defined in the DP Laws) relating to past and present shareholders and that such personal data held is used by the Administrator and the Registrar to maintain the Company's register of shareholders and mailing lists and this may include sharing data with third parties in one or more of the countries mentioned below when (a) effecting the payment of dividends and redemption proceeds to shareholders and the payment of commissions to third parties and (b) filing returns of shareholders and their respective transactions in shares with statutory bodies and regulatory authorities. Personal data may be retained on record for a period exceeding six years after it is no longer used.  The countries referred to immediately above include, but need not be limited to: those in the European Economic Area and any of their respective dependent territories overseas, Andorra, Argentina, Canada, New Zealand, State of Israel, Switzerland, the United States and the Eastern Republic of Uruguay.  By becoming registered as a holder of Placing Shares, a person becomes a data subject (as defined in each of the DP Laws) and is deemed to have consented to the processing by the Company, the Administrator and/or the Registrar of any personal data relating to them in the manner described above;
 


30         acknowledges that the Company is a registered closed-ended collective investment scheme established pursuant to the Registered Collective Investment Schemes Rules 2015 published by the Guernsey Financial Services Commission (the "Commission") and that, with effect from 1 April 2015, Placing Shares may be offered to regulated entities in Guernsey or offered to the public by entities appropriately licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended. It is further acknowledged that the Commission has not reviewed this Announcement (including this Appendix) or granted any form of authorisation or consent in respect of its publication or the Placing and that, accordingly, the Commission has no responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it;
 


31         if a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, represents and warrants that the Placing Shares purchased by it in the Placing 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 a Relevant Member State other than Qualified Investors (within the meaning of the Prospectus Directive), or in circumstances in which the prior consent of JPMC has been given to the offer or resale;
 


32         represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");
 


33         represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area 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 any member state of the European Economic Area within the meaning of the Prospectus Directive;
 


34         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 Placing Shares in circumstances and in a manner in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
 


35         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 Placing Shares in, from or otherwise involving, the United Kingdom; 


36         represents and warrants that (i) it and any person on whose behalf it is acting is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions; (ii) that it has paid any issue, transfer or other taxes due in connection with its participation in the Placing; (iii) that it (and/or any such person) has fully observed such laws; (iv) that it (and any such person) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement (including this Appendix)) and will honour such obligations;
and (v) it has not taken any action which will or may result in the Company, JPMC, the Investment Adviser, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;


37         undertakes that it (and any person on whose behalf it is acting) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement, including this Appendix, on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as JPMC may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify JPMC and the Company on demand for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement (including this Appendix)) which may arise upon the sale of such Placee's Placing Shares on its behalf;
 


38         acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
 


39         acknowledges that (i) JPMC, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA in the United Kingdom, is acting for the Company in relation to the Placing and no one else and will not regard any other person (whether or not a recipient of this Announcement including this Appendix) as a client in relation to the Placing 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 Placing or the contents of this Announcement, this Appendix or any transaction, arrangement or other matter referred to herein; and (ii) acknowledges that none of JPMC, nor any of its Affiliates, nor 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 the Placing and that JPMC has no duties or responsibilities to it in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
 


40         undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither JPMC 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 on whose behalf it is acting agrees to participate in the Placing and it agrees to indemnify the Company and JPMC in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of JPMC who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
 


41         acknowledges that it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. 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 Placing, including the merits and risks involved;

42         acknowledges and accepts that JPMC may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account and, except as required by applicable law or regulation, JPMC will not make any public disclosure in relation to such transactions;

43          if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such account(s);

44         time is of the essence as regards its obligations under this Appendix;

45         any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to JPMC;

46         acknowledges that the Placing Shares will be allotted and issued subject to the terms and conditions of this Appendix; 


47         acknowledges that this Appendix, any agreements entered into by it pursuant to this Appendix (and any non-contractual obligations arising out of or in connection with such agreements) and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or JPMC 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;
 


48         agrees that the Company, JPMC 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 JPMC on its own behalf and on behalf of the Company and are irrevocable;
 


49         agrees to indemnify on demand on an after tax basis and hold the Company, JPMC 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 or incurred by JPMC and/or the Company arising from the performance of the Placee's obligations as set out in this Announcement, including this Appendix, and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
 


50         represents and warrants that it has independently made its own analysis and decision with regard to its commitment to subscribe for Placing Shares;


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


52        
acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this Announcement (including this Appendix);


53         acknowledges that the basis of allocation will be agreed between JPMC and the Company (following consultation with the Investment Adviser). The right is reserved to reject in whole or in part and/or scale back any participation in the Placing; and


54         represents and warrants
that it has complied with its obligations under the EU Market Abuse Regulation (2014/596/EU) and  in connection with money laundering and terrorist financing under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 and 2014 of Ireland.


The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to JPMC for itself and on behalf of the Company and are irrevocable.
 


The agreement to settle a Placee's subscription of the Placing Shares (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 Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor JPMC 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 the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing 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 JPMC in the event that any of the Company and/or JPMC 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 JPMC 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 Placing Shares or the agreement by them to subscribe for any Placing Shares.
 


Each Placee, and any person acting on behalf of the Placee, acknowledges that JPMC does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement and that such representations, warranties, undertakings and indemnities are not given for the benefit of any Placee.
 


Each Placee and any person acting on behalf of the Placee acknowledges and agrees that JPMC or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Therefore JPMC or any of its affiliates may acquire a proportion of the Placing Shares available under the Placing (which proportion could be significant) and may resell the same following the Placing at a profit on the terms available to it in the market. Notwithstanding the foregoing, JPMC and its affiliates are under no obligation to subscribe for Placing Shares and the Placing is not conditional on JPMC's or any of its affiliates' participation. 
Past performance is no guide to future performance and persons seeking advice should consult an independent financial adviser. 


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. JPMC shall notify the Placees and any person acting on behalf of the Placees of any changes.


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


This Announcement (including this Appendix) has been issued by the Company and is the sole responsibility of the Company.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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