Update: Schroder ISA holders and proposed placing
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSON (AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW.
This Announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this Announcement except on the basis of information published by the Company that is publicly available. This Announcement does not constitute or form a part of any offer to sell, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or any other jurisdiction. Neither this Announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
Baillie Gifford UK Growth Fund plc
Legal Entity Identifier: 549300XX386SYWX8XW22
7 November 2018
Update re. Schroder ISA Shareholders and proposed placing
Further to the announcement made by the Board of Baillie Gifford UK Growth Fund plc (the "Company") on 6 September 2018, the Board has been notified by Schroder Unit Trusts Limited ("Schroders") that, following 31 October 2018 the date by when those shareholders in the Company who hold their shares through ISAs provided by Schroders (the "Schroders ISA Shareholders") had the option to choose to move their ordinary shares in the Company (the "Shares") to a new ISA plan manager (the "Transfer Deadline"), approximately 14.6 million Shares continue to be held by Schroders ISA Shareholders.
The Schroders ISA Shareholders now have until 12.00 p.m. on 6 December (the "Final Deadline") either to switch their Shares to another Schroders fund within their ISA or to sell their Shares, such actions leading to their Shares being sold between now and shortly after the Final Deadline. Those Schroders ISA Shareholders who take no action by the Final Deadline will have their Shares sold and switched by Schroders to an ISA holding in the Schroder UK Equity Fund, an open-ended fund managed by Schroders.
In anticipation of there likely being Schroders ISA Shareholders who still hold Shares at the Final Deadline and these needing subsequently to be sold, so as to try to ensure that this sale is conducted in an orderly manner, the Company is pleased to announce that it is undertaking a bookbuild and placing of these Shares (the "Placing").
The maximum number of Shares available in the Placing is 14.6 million, being those Shares still held by the Schroders ISA Shareholders at the Transfer Deadline, although the final number of Shares available in the Placing may be less depending on the actions taken by the remaining Schroders ISA Shareholders ahead of the Final Deadline.
The Placing will be undertaken by way of a bookbuilding process, which commences today. The Placing will only be made to "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended)) ("Qualified Investor") through Winterflood Securities Limited ("Winterflood"), the Company's financial adviser, broker and bookrunner to the Placing. The Placing will not be available to retail investors. Members of the public are not eligible to take part in the Placing.
Each investor placing a bid to buy Shares in the Placing is deemed to represent and warrant 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 may otherwise be lawfully communicated.
To participate in the Placing, investors should communicate their interest to Winterflood including the number of Shares for which the investor is interested and the price or price range the investor is offering to pay for such Shares. The bookbuild is expected to close at 2:00 p.m. on 11 December 2018.
The price at which the Shares will be sold pursuant to the Placing (the "Placing Price") will be agreed between the Company and Winterflood following the close of the bookbuild, and will be based on the orders received in the bookbuild and the final number of Shares needing to be sold.
Winterflood, in agreement with the Company, may choose to accept bids, either in whole or in part, on the basis of allocations determined, and may scale down any bids for this purpose, on such basis as the Company and Winterflood may determine.
By placing a bid to buy Shares in the Placing, an investor accepts that following the closing of the bookbuild such bid shall be irrevocable and upon receiving confirmation from Winterflood, constitute a binding legal commitment. Upon being notified of its allocation of Shares in the Placing, an investor shall be contractually committed to acquire the number of Shares allocated to it at the Placing Price.
The expected timetable for the Placing is as set out below.
|
|
2018 |
|
Transfer Deadline for Schroders ISA Shareholders |
31 October |
|
Bookbuild opens |
7 November |
|
Final Deadline for Schroders ISA Shareholders |
12.00 p.m. on 6 December |
|
Final number of Shares available in the Placing announced |
7 December |
|
Last date and time for orders under the Placing |
2.00 p.m. on 11 December |
|
Results of Placing, including Placing Price, announced |
12 December |
|
Allocations advised to placees |
12 December |
|
Placing trades booked |
12 December |
|
Placing trades settle |
14 December |
Please note all dates and times may be subject to change and, as required, any changes will be announced by the Company via RIS. Times are London times.
Further details on the Company can be found at www.bgukgrowthfund.com
Contacts:
Darren Willis/Joe Winkley/ Neil Morgan
020 3100 0000
Winterflood Securities Limited - Corporate broker, financial adviser and bookrunner
Anzelm Cydzik/James Budden
0131 275 2000
Baillie Gifford & Co
Roland Cross
0203 697 4200
Four Broadgate
IMPORTANT NOTICES
This Announcement is an advertisement and not a prospectus. The merits or suitability of any securities must be independently determined by each investor on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.
This Announcement may not be used in making any investment decision. This Announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This Announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, or as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this Announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this Announcement (including, without limitation, any illustrative modelling information contained herein), or its completeness.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
This Announcement is only addressed to or directed at: (a) persons outside the European Economic Area ("EEA") to whom it is lawful to communicate; (b) persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors") and to whom this Announcement may lawfully be communicated; (c) persons in the United Kingdom who are Qualified Investors and who: (i) have professional experience in matters relating to investments and fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (c)(i), (ii) and (iii) together being "Relevant Persons"). Any investment or investment activity to which this Announcement relates is available only to and will only be engaged in with the persons referred to in (a), (b) and (c). This Announcement must not be acted on or relied on in any member state of the European Economic Area by persons: (a) who are not Qualified Investors; or (b) (if they are domiciled, resident or have a registered office in the European Economic Area) that are located in a member state of the European Economic Area other than the UK or any member state of the European Economic Area that has not transposed the AIFM Directive. For the purposes of this provision, "AIFM Directive" means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers.
Nothing in this Announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.
The information and opinions contained in this Announcement are provided as at the date of this Announcement and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, Baillie Gifford & Co ("Baillie Gifford"), Winterflood or any of their affiliates or by any of their respective officers, employees or agents in relation to it.
Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person.
The information contained in this Announcement is given at the date of its publication (unless otherwise marked). No reliance may be placed for any purpose whatsoever on the information or opinions contained in this Announcement or on its completeness, accuracy or fairness. This Announcement has not been approved by any competent regulatory or supervisory authority.
The information in this Announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Each of the Company, Baillie Gifford, Winterflood and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this Announcement and any errors therein or omissions therefrom. No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this Announcement. The information contained in this Announcement will not be updated.
This Announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This Announcement does not constitute a recommendation regarding any securities.
Neither this Announcement nor any part or copy of it may be taken or transmitted into the United States, Australia, Canada, South Africa or Japan, or distributed, in whole or in part, directly or indirectly, to US Persons (as defined below) or in or into the United States, Australia, Canada, South Africa, Japan or any other jurisdiction, or to any person, where to do so would constitute a violation of applicable law. Any failure to comply with this restriction may constitute a violation of applicable law. This Announcement does not constitute an offer of securities to the public in the United States, Australia, Canada, South Africa or Japan or in any other jurisdiction. Persons into whose possession this Announcement comes should observe all relevant restrictions.
The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"), and as such investors will not be entitled to the benefits of the Investment Company Act. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any "US persons" as defined in Regulation S under the Securities Act ("US Persons"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. There has been and will be no public offer of the Shares in the United States.
The 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.
Winterflood is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Winterflood is acting for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Winterflood or for affording advice in relation to any transaction or arrangement referred to in this Announcement. This Announcement does not constitute any form of financial opinion or recommendation on the part of Winterflood or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities. Winterflood is not responsible for the contents of this Announcement. This does not exclude any responsibilities which Winterflood may have under the Financial Services and Market Act 2000 or the regulatory regime established thereafter.
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