Update on Placing
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA") OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
6 October 2020
Merian Chrysalis Investment Company Limited (the "Company")
Update on Placing
Further to the announcement made on 28 September (the "Placing Announcement") regarding the proposed placing of equity, the Company wishes to announce that due to significant demand and in light of committed and pipeline investment opportunities, the target raise for the Placing has been increased to £75 million.
The Company announced on 1 October that it had completed its due diligence on its target investment, You & Mrs Jones LLC (the "Target") and had committed to a US$60 million investment in the Target. The Investment Adviser has a number of follow-on and pipeline opportunities which it intends to pursue with the surplus proceeds from the Placing, and expects to deploy the majority of these proceeds by the end of the year.
The latest time for commitments under the Placing is today at 3.00pm. All terms announced in relation to the Placing remain the same as in the Placing Announcement and any defined terms used in this announcement shall have the same meaning as in the Placing Announcement.
Expected Timetable for the Placing
|
Event |
Date |
|
Latest time and date for commitments under the Placing |
3:00 p.m. on 6 October 2020 |
|
Trade date |
7 October 2020 |
|
Admission |
8:00 a.m. on 9 October 2020 |
|
Crediting of CREST stock accounts in respect of the New Shares |
9 October 2020 |
For further information, please contact:
|
Merian Global Investors: Amelie Shepherd
|
+44 (0) 20 3817 1686 |
|
Liberum: Gillian Martin / Owen Matthews
Numis Securities Nathan Brown / David Benda |
+44 (0) 20 3100 2222
+44 (0) 20 7260 1000
|
|
Maitland Administration (Guernsey) Limited: Aimee Gontier / Elaine Smeja |
+44 (0) 1481 749364 |
LEI: 213800F9SQ753JQHSW24
Important Notice
Liberum and Numis, which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting as joint bookrunners to the Company in connection with the matters described in this Announcement. Persons receiving this Announcement should note that the Joint Bookrunners will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers, or for advising any other person on the arrangements described in this Announcement.
The Joint Bookrunners have not authorised the contents of, or any part of, this Announcement and no liability whatsoever is accepted by the Joint Bookrunners for the accuracy of any information or opinions contained in this Announcement or for the omission of any information. No representation or warranty, express or implied, is made by the Joint Bookrunners as to the accuracy, completeness or verification of the information set out in this Announcement, and nothing contained in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. The Joint Bookrunners do not assume any responsibility for its accuracy, completeness or verification and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Announcement or any such statement.
If you are in any doubt about the contents of this Announcement you should consult your accountant, legal or professional adviser or financial adviser. It should be remembered that the price of securities and the income from them can go up as well as down. The Placing will, subject to the discretion of the Company and to the extent permitted by applicable law and regulation, only be available to investors who are resident in the United Kingdom. In the United Kingdom, members of the public are not invited to participate in and are not eligible to take part in the Placing. Participation in the Placing is limited at all times to persons who are (i) investment professionals within the meaning of paragraph (5) of Article 19, certified high net worth individuals within the meaning of paragraph (2) of Article 48 or high net worth companies or unincorporated associations within the meaning of paragraph (2) of Article 49, of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (S1 2005/1529); and (ii) qualified investors within the meaning of section 86(7) of Financial Services and Markets Act 2000 (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.
Any investment, or investment activity to which this Announcement relates, is available in the United Kingdom to relevant persons only and will be engaged in only with relevant persons. By receiving this Announcement, you are deemed to warrant to the Company and the Joint Bookrunners that you fall within the categories of person described above. No ordinary shares in the capital of the Company have been offered or sold or will be offered or sold to persons in the United Kingdom prior to publication of this Announcement except in circumstances which have not resulted in an offer to the public in the United Kingdom within the meaning of section 102B of the FSMA.
This Announcement must not be acted on or relied upon by any person in any member state of the EEA.
This Announcement has been prepared on the basis that all offers of Placing Shares will be made pursuant to any exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of Placing Shares. Accordingly, any person making or intending to make any offer within the United Kingdom or the EEA of or for ordinary shares in the capital of the Company which are not the subject of the Placing contemplated in this Announcement should only do so in circumstances in which no obligation arises for the Company or the Joint Bookrunners to produce a prospectus. Neither the Company nor the Joint Bookrunners have authorised, nor do they authorise, the making of any offer of ordinary shares through any financial intermediary, other than offers made by the Joint Bookrunners which constitute the final placement of Placing Shares contemplated in this Announcement.
In the case of any Placing Shares being offered to a financial intermediary as that term is used and defined in section 86(7) of the Financial Services and Markets Act 2000, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Placing Shares acquired by it in the Placing have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Placing Shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the Company or the Joint Bookrunners has been obtained to each such proposed offer or resale. Each of the Company and the Joint Bookrunners and their respective affiliates will rely on the truth and accuracy of the foregoing representation, acknowledgement and agreement.
This Announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares (i) in any jurisdiction in which such offer, invitation or solicitation is not authorised; (ii) in any jurisdiction in which the person making such offer, invitation or solicitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer, invitation or solicitation. The distribution of this Announcement and the offer of the Placing Shares may be restricted by law. Persons into whose possession this Announcement comes must therefore inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this Announcement may not be distributed, forwarded to or transmitted in, into or from the United States, Australia, Canada, Japan, South Africa, or any member state of the EEA or to any US person (as defined under Regulation S of the US Securities Act of 1933, as amended (the "US Securities Act")) ("US Person"). The Placing Shares have not been, and will not be, registered under the US Securities Act, or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US Person, except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. Any person within the United States and any US person who obtains a copy of this Announcement must disregard it. No public offering of the Placing Shares is being made in any jurisdiction. No action has been or will be taken by the Company or the Joint Bookrunners that would permit the offer of the Placing Shares or possession or distribution of this Announcement in any jurisdiction where action for that purpose is required.
All statements in this Announcement other than statements of historical fact are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the Announcement and include statements regarding the intentions, beliefs or current expectations of the Company and/or its directors concerning, among other things, the performance, results of operations, financial condition, liquidity, prospects and dividend policy of the Company. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, result of operations, financial condition, liquidity and dividend policy may differ materially from the impression created by the forward-looking statements contained in this Announcement. In addition, even if the performance, results of statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to, changes in economic conditions generally; changes in interest rates and currency fluctuations; impairments in the value of the Company's assets; legislative/regulatory changes; changes in taxation regimes; the availability and cost of capital for future expenditure; the availability of suitable financing. Prospective investors should specifically consider the factors identified in this Announcement which could cause actual results to differ before making an investment decision.
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