Liontrust ESG Trust

Publication of a Prospectus

RNS Number : 9342Z
Liontrust ESG Trust PLC
26 May 2021
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF

SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "DISCLAIMERS" AT THE END OF THIS ANNOUNCEMENT.

 

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus (the "Prospectus") published by Liontrust ESG Trust PLC and not in reliance on this announcement. A copy of the Prospectus will, subject to certain access restrictions, shortly be available for inspection on the Company's website: www.liontrust.co.uk/esgt-launch and at the registered office of the Company. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.

 

26 May 2021

 

LEI: 213800L8G9AC34HYZ922

 

Liontrust ESG Trust PLC

 

Publication of a Prospectus

 

 

Further to the Intention to Float announcement on 7 May 2021, the Board of Liontrust ESG Trust PLC (the "Company") is pleased to announce the publication of the Prospectus in connection with the initial public offering on the premium segment of the Main Market of the London Stock Exchange.

 

The Company is targeting an initial issue of £150 million by means of an Initial Placing, Offer for Subscription and Intermediaries Offer of Ordinary Shares at an issue price of 100 pence per Ordinary Share (the "Initial Issue"). In addition, pursuant to the Prospectus, a placing programme will allow the Company to issue up to an additional  250 million Ordinary Shares and/or C shares, in the 12 months from the date of publication of the Prospectus and following Initial Admission (the "Placing Programme").

 

Further details of the Initial Issue and the Placing Programme are set out in the Prospectus which, subject to certain access restrictions, will shortly be available on the Company's website (www.liontrust.co.uk/esgt-launch).

 

A copy of the Prospectus will also be submitted to the National Storage Mechanism and will shortly be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Winterflood Securities Limited, which is authorised and regulated in the United Kingdom by the FCA is acting as sponsor, financial adviser and placing agent to the Company.

 

Terms used and not otherwise defined in this announcement have the meanings given to them in the Prospectus.

 

Expected Timetable

 


2021

Initial Issue

2021

Publication of the Prospectus and commencement of the Initial Placing, Offer for Subscription and the Intermediaries Offer

26 May

Latest time and date for applications under the Offer for Subscription

11.00 a.m. on 29 June

Latest time and date for receipt of completed applications from Intermediaries in respect of the Intermediaries Offer

5.00 p.m. on 29 June

Latest time and dates for commitments under the Initial Placing

2.00 p.m. on 30 June

Publication of results of the Initial Issue (through a Regulatory Information Service)

1 July

Admission and dealings in Ordinary Shares commence

8.00 a.m. on 5 July

CREST accounts credited with uncertificated Ordinary Shares

5 July

Where applicable, definitive share certificates despatched by post no later than*

19 July (or as soon as possible thereafter)

* Underlying applicants who apply to Intermediaries for Ordinary Shares under the Intermediaries Offer will not receive share certificates.

Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service.

 

Dealing Codes

 

The dealing codes for the Ordinary Shares will be as follows: 

 

ISIN : GB00BMBVPL14

SEDOL : BMBVPL1

TIDM : EGST

 

For further information please contact:

 

Liontrust

020 7412 1700

David Boyle: Head of Corporate Development

Simon Hildrey: Chief Marketing Officer

Louis Stevens: Head of Sales, Sustainable Funds

 

 

Winterflood Securities Limited

020 3100 0000

Darren Willis

Neil Morgan

Chris Mills

 

 

For press inquiries:

Share Communications

 

 

 

Eleanor Mitchell   

Hugo Mortimer-Harvey  

Zoe Powell

 

07947 823957

07769 722663

07866 639014

 

 

 

Important Notices

 

This is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Liontrust Fund Partners LLP solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

 

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any Ordinary Shares and/or C Shares only on the basis of information contained in the Prospectus published by the Company (and in any supplementary prospectus) and not in reliance on this announcement. Copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and will shortly be made available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

 

This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase Ordinary Shares and/or C Shares.

 

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.

 

Winterflood Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as sponsor, financial adviser and placing agent for the Company and for no-one else in connection with the matters described in this announcement and will not regard any other person (whether or not a recipient of the Prospectus) as its client and will not be responsible to anyone for providing the protections afforded to its clients or for providing any advice in relation to the matters contained in this announcement.

 

The Ordinary Shares and C Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and the Ordinary Shares and C Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. Moreover, the Ordinary Shares and C Shares have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Further, the Company is not, and will not be, registered under the US Investment Company Act of 1940, as amended. The Ordinary Shares and C Shares of the Company will be offered and sold outside of the United States to non-U.S. Persons in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S thereunder. Subject to certain exceptions, the Ordinary Shares and C Shares may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or to, or for the account or benefit of, any national, resident or citizen of, the United States, Australia, Canada, the Republic of South Africa, Japan. The Initial Issue and the Placing Programme and the distribution of this announcement, in certain jurisdictions may be restricted by law and accordingly persons into whose possession this announcement is received are required to inform themselves about and to observe such restrictions. 

 

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures referring to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

 

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may",

"might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy and objectives, are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those that are described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Subject to their respective legal and regulatory obligations (including under the Prospectus Regulation Rules), the Company, the AIFM, the Investment Manager and Winterflood Securities Limited expressly disclaim any obligations or undertaking to update or revise any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including the Financial Services and Markets Act 2000 ("FSMA"), the listing rules made by the FCA under section 73A of FSMA (the "Listing Rules"), the rules and regulations made by the FCA under Part VI of FSMA as amended from time to time (the "Prospectus Regulation Rules"), the disclosure guidance and transparency rules made by the FCA under Part VI of FSMA (the "Disclosure Guidance and Transparency Rules"), the UK version of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Prospectus (Amendment, etc.) (EU Exit) Regulations 2019 (the "Prospectus Regulation") and the UK version of on market abuse which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended the Market Abuse Regulation (EU) No. 596/2014 ("MAR").

 

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

 

Information to Distributors

 

Solely for the purposes of the product governance requirements contained within PROD 3 of the PROD Sourcebook (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 Ordinary Shares and the C Shares have been subject to a product approval process, which has determined that the Ordinary Shares and/or C Shares to be issued pursuant to the Initial Issue 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 COB 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (the "Target Market Assessment").

 

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares and/or C Shares may decline and investors could lose all or part of their investment; the Ordinary Shares nor the C Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to

bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the

requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Winterflood Securities Limited 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 the FCA's Conduct of Business Sourcebook; 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 Ordinary Shares and/or C Shares.

 

Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and/or C Shares and determining appropriate distribution channels.

 

PRIIPS (as defined below)

 

ln accordance with the UK version of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products and its implementing and delegated acts which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Packaged Retail and Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019 (the "PRIIPs Regulation"), the AIFM has prepared a key information document (the "KID") in respect of the Ordinary Shares. The KID is available by the AIFM to "retail investors" at the same time as the publication of the Prospectus and prior to them making an investment decision in respect of the Ordinary Shares at www.liontrust.co.uk/esgt-launch. If you are distributing Ordinary Shares, it is your responsibility to ensure that the KID is provided to any clients that are "retail clients".

 

The AIFM is the only manufacturer of the Ordinary Shares for the purposes of the PRIIPs Regulation and Winterflood Securities Limited is not a manufacturer for these purposes. Winterflood Securities Limited makes no representations, express or implied, or accepts any responsibility whatsoever for the contents of the KIDs prepared by the AIFM nor accepts any responsibility to update the contents of the KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide the KID to future distributors of Ordinary Shares. Winterflood Securities Limited and its affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the key information document prepared by the AIFM.

 

Investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed.

 

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