C Shares conversion, dividend guidance and Placing
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LEI: 213800T8RBBWZQ7FTF84
Cordiant Digital Infrastructure Limited
Conversion of C Shares, enhanced dividend guidance and Placing
5 January 2022
The Board of Cordiant Digital Infrastructure Limited (the "Company") is pleased to announce that, following the full allocation of available capital to the acquisitions of Emitel S.A. ("Emitel") and the assets of DataGryd Datacenters LLC ("DataGryd") (collectively the "Acquisitions"), the net proceeds of the C share issue undertaken in June 2021 have been fully committed and, accordingly, the C Shares will be converted into Ordinary Shares. In addition, the Board is pleased to be in a position to enhance its dividend guidance for the financial year commencing 1 April 2022 and to announce a proposed placing of new Ordinary Shares under its Placing Programme to meet the Company's funding requirements and to take advantage of attractive near term acquisition opportunities (the "Placing").
Key highlights
· The Company has now fully committed the proceeds of the C Share issue undertaken in June 2021. The Board has consequently determined that the C Shares will be converted into Ordinary Shares based on the respective Net Asset Values of the C Share pool and Ordinary Share pool as at close of business on 4 January 2022 (the Calculation Date for the purposes of the C Share conversion).
· On completion of the Acquisitions, the Company's portfolio, which also includes CRA, will be comprised of three strategic digital infrastructure platforms across the EU and United States. The portfolio will benefit from substantial growth opportunities alongside a base of long-contracted income. On a pro forma basis, the combined 2021 EBITDA of the Company's portfolio at closing is estimated to be c. £95 million, with this portfolio having been assembled at an EV/EBITDA multiple of less than 12x.
· Subject to completion of the Acquisitions, the Board intends to revise its dividend guidance for the financial year commencing 1 April 2022, increasing it to 4 pence per Ordinary Share, prospectively achieving an acceleration of the Company's stated target at IPO to pay a dividend of this level by financial year 2026. The Board intends to target a progressive dividend thereafter.[1]
· The acquisition of Emitel (which is subject to regulatory and governmental approvals and financing confirmations at the Emitel level) has been structured to include backstop vendor financing of up to c. £200 million which the Company intends to substitute, in whole or in part prior to completion, with net proceeds from the Placing. In addition, the Company has a pipeline of attractive opportunities under active due diligence and negotiation in excess of EUR 2 billion in North America and Western Europe alongside organic expansion opportunities within its portfolio. The Company is therefore launching the Placing of Ordinary Shares at a price of 106 pence per Ordinary Share (the "Placing Price"), representing a discount of 6.6% to the closing Ordinary Share price of 113.5 pence per Ordinary Share on 4 January 2022 and a premium of 4.3% to the unaudited cum-dividend net asset value per Ordinary Share of 101.6 pence as at 30 September 2021 (and a premium of 5.9% to the unaudited ex-dividend net asset value per Ordinary Share of 100.1 pence as at 30 September 2021).
Steven Marshall, Chairman Digital Infrastructure, Cordiant Capital Inc. said:
"I am delighted that we have been able to secure these great assets to complement our investment in CRA. With completion of these acquisitions, the Company will achieve full investment into a trio of desirable digital platforms at attractive pricing, which, on a pro forma basis have circa £95 million of estimated underlying high quality 2021 EBITDA, establishing a robust platform for growth and accelerating planned delivery of a 4 pence dividend years ahead of the schedule announced at the time of the IPO."
Shonaid Jemmett-Page, Chairman of the Company , said:
"These are transformative developments for Cordiant Digital Infrastructure. The Board is delighted, on the back of the acquisitions, to be in a position to authorise both Conversion of the C Shares and an increase in dividend guidance. The announced Placing of Ordinary Shares will assist in financing our exciting Emitel acquisition and also enable the Company to continue to pursue its active pipeline of opportunities in North America and Western Europe alongside expansion opportunities within existing investments."
Background
Following its launch in February 2021, as the first dedicated digital infrastructure investment company on the London Stock Exchange, the Company will, following completion of the Acquisitions, have assembled a portfolio of three attractive digital infrastructure platforms, which collectively comprise:
- on a pro forma basis, c. £95 million of estimated 2021 EBITDA
- c. 300,000 square feet of existing and potential raised floor (or equivalent) data centre capacity
- c. 1,200 communications towers and sites
- two significant fibre networks (leased and owned fibre-optic cable)
- two national wireless sensor networks serving 'smart city' and utility applications
CRA
CRA is a leading independent digital infrastructure platform in the Czech Republic and holds the national broadcast license. The assets include a portfolio of digital broadcast towers that would be challenging to replace or replicate, a nationwide network of mobile towers, an optical backbone network, and a portfolio of strategically located data centres. Growth opportunities for CRA exist in supporting the mobile operators with infrastructure as well as in expanding the size and reach of the data centre platforms. There is also significant potential to expand CRA's early, successful, network offerings in the "Internet of Things", which already offers smart metering for water, electricity and gas for companies including E.ON and RWE.
Since the acquisition of CRA in May 2021, the Investment Manager has been delighted with the performance of the business both operationally and financially. CRA has significantly extended its contract with the government for the PPDR network, signed a new 10 year contract to provide radio infrastructure to Czech Radio and secured new contracts for smart metering services and a prominent 'smart city' contract (with significant ESG benefits) to provide networked sensors to monitor the entry of polluting vehicles into Prague.
DataGryd Assets
DataGryd currently occupies c. 170,000 sq ft (c. 120,000 sq ft of high-quality raised floor data centre space and over 50,000 sq ft of additional support space) of the 60 Hudson building in the Tribeca neighbourhood of New York City. This landmark art deco skyscraper is one of the most concentrated hubs of internet connectivity available for use by third parties within New York City; over 300 carriers and internet firms interconnect in this location. The location has strategic value within New York City, which functions as a digital crossroads for the most critical corporate, government, entertainment and education data traversing the Internet. The various underlying customers of interconnect data centres, in buildings such as 60 Hudson, tend to be large and sophisticated organisations such as global banks, major media and internet firms, content delivery networks, large software-as-a-service companies and major wireless and wireline telecoms operators.
The new platform, formed from the assets of DataGryd, will benefit from an option over an additional c. 120,000 sq ft of raised floor data centre space. The acquisition is subject to landlord's lender consent.
Emitel
Emitel is the sole national provider of digital terrestrial television ("DTT"), the leading radio broadcast emissions provider and a leading provider of network neutral towers and fibre infrastructure in Poland. The company benefits from long-term contracts, averaging 10 years, with blue chip customers and escalation clauses, for the provision of broadcast, radio and telecom towers and for an IoT network. The company has a substantial physical footprint of digital distribution assets (521 towers, 432 fibre optic links and owned lines, 1,475 last mile ISP services, distributed antenna systems, only the second-ever stadium DAS system in Europe and a nationwide IoT network) creating a platform for growth in a country that has one of the highest data consumption growth rates in Europe. The Company and the Investment Manager see substantial opportunity to further invest in the expansion of the broadcast network, mobile towers, IoT and edge data facilities.
Emitel has secured a 5 star rating from GRESB, a group providing environmental, social and governance ratings. The acquisition is subject to regulatory and governmental approvals and financing confirmations at the Emitel level.
Conversion of C Shares
The net proceeds of the C Share issue undertaken by the Company in June 2021 have now been fully committed. The Board has therefore resolved to exercise its discretion to trigger the process for the Conversion of the C Shares into Ordinary Shares. On Conversion, the new Ordinary Shares issued through the Conversion of the C Shares will rank pari passu with the existing Ordinary Shares in issue on the date of Conversion.
The Directors have determined that the Calculation Date for the Conversion of the C Shares into new Ordinary Shares will be 4 January 2022 (being the date on which the legally binding agreement for the acquisition of Emitel was entered into by the Company). Accordingly, Conversion will be made by reference to the respective net asset values of the C Share pool and the Ordinary Share pool as at close of business on the Calculation Date in accordance with the terms of the C Shares (as set out in the Company's Articles of Incorporation and summarised in the prospectus published on 29 January 2021 (the "Prospectus")). Dealings in the new Ordinary Shares arising on Conversion are currently expected to commence, and the cancellation of the C Shares is expected to occur, on 20 January 2022 (the "Conversion Date").
Timetable for C Share Conversion
It is currently expected that Conversion will occur in accordance with the following timetable:
|
Event |
Date (2022) |
|
Calculation Date |
Tuesday, 4 January |
|
Announcement of Conversion Ratio |
Tuesday, 18 January |
|
Record Date for Conversion and C Share register closes |
6.00pm on Wednesday, 19 January |
|
Admission of new Ordinary Shares arising on Conversion |
8.00am on Thursday, 20 January |
|
CREST accounts credited with new Ordinary Shares in uncertificated form |
Thursday, 20 January |
|
Share certificates in respect of new Ordinary Shares in certificated form dispatched |
Week commencing 24 January |
Dividend guidance
Subject to completion of the Acquisitions, the Board announces that it intends to further accelerate the rate of dividend progression envisaged at the time of the Company's IPO. The Company intends to pay a dividend of 4 pence per Ordinary Share in respect of its second financial year commencing 1 April 2022, three years earlier than it was originally anticipated that such a level of dividend would be paid, supported by the strong cash flow generation of the portfolio assets.[2]
The Company intends to operate a progressive dividend policy in future years.
Placing
Background to the Placing
Today the Company has announced that it has entered into a binding agreement to acquire the assets of DataGryd for a consideration of US$741 million and signed a binding agreement for the acquisition of Emitel for an equity consideration of £352 million. The DataGryd acquisition will be fully funded from the Company's available cash resources. The Emitel acquisition will be funded from the Company's remaining available cash resources and backstop vendor financing of up to c.£200 million which the Company intends to substitute, in whole or in part prior to completion, with net proceeds from the Placing. In addition, the Investment Manager has an attractive pipeline of further investment opportunities, with an aggregate value in excess of EUR 2 billion, including several data centre platforms in North America and two tower and fibre-oriented platforms in Western Europe, alongside organic expansion opportunities within the Company's existing portfolio.[3]
Use of proceeds
The Company intends to use the proceeds of the Placing to fully finance the acquisition of Emitel without drawing upon the backstop vendor financing. The Company intends to use all remaining proceeds of the Placing to finance the acquisition of pipeline assets or support the capital expenditure opportunities of its existing portfolio companies.
The Placing
The Company is undertaking the Placing under its existing Placing Programme (pursuant to the terms of the Prospectus) at a Placing Price of 106 pence per Ordinary Share.
The Placing Price represents a discount of 6.6% to the closing Ordinary Share price of 113.5 pence per Ordinary Share on 4 January 2022 and a premium of 4.3% to the last published unaudited cum-dividend net asset value per Ordinary Share of 101.6 pence per Ordinary Share as at 30 September 2021 (and a premium of 5.9% to the unaudited ex-dividend net asset value per Ordinary Share of 100.1 pence as at 30 September 2021).
Investors who participate in the Placing will be entitled to all dividends declared following Admission (including, but not limited to, the dividend for the period ending 31 March 2022, expected to be 1.5 pence per Ordinary Share).
Steven Marshall, Chairman of Digital Infrastructure at the Investment Manager, intends to subscribe for Ordinary Shares with a minimum value of £1 million pursuant to the Placing.
Further details
Investec Bank plc ("Investec") and Jefferies International Limited ("Jefferies UK") and Jefferies GmbH ("Jefferies EU" and together with Jefferies UK, "Jefferies") are acting as joint financial advisers, joint global co-ordinators and joint bookrunners to the Company in connection with the Placing (together, the "Joint Bookrunners"). Jefferies UK has also been appointed joint corporate broker alongside Investec. The Joint Bookrunners will today commence a bookbuild process in respect of the Placing of new Ordinary Shares at the Placing Price. The Placing will be non-pre-emptive pursuant to the terms set out in the Prospectus and is expected to close no later than 12.00 noon GMT on Tuesday, 25 January 2022 but may be closed earlier or later at the absolute discretion of the Joint Bookrunners and the Company.
The Placing is conditional, inter alia, on the new Ordinary Shares being admitted to trading on the Specialist Fund Segment of the Main Market for listed securities of the London Stock Exchange ("Admission"). Subject to Admission becoming effective, it is expected that settlement of subscriptions by placees in respect of the new Ordinary Shares and trading in the new Ordinary Shares will commence at 8.00 a.m. GMT on Thursday, 27 January 2022, or such other time and/or date as may be announced by the Company after the close of the Placing.
The Placing is not underwritten. The Placing may be scaled back by the Company for any reason, including where it is necessary to scale back allocations to ensure the net proceeds of the Placing align with the Company's post fundraise acquisition targets. Details of the number of Ordinary Shares to be issued pursuant to the Placing will be determined by the Board (following consultation with the Joint Bookrunners and the Investment Manager) and will be announced as soon as practicable after the close of the Placing.
By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for Ordinary Shares, investors will be deemed to have read and understood this Announcement and the Prospectus in their entirety and to be making such offer on the terms and subject to the conditions of the Placing (a 'Subsequent Placing' under the Placing Programme) in Part 12 of the Prospectus (save that any references in such Part 12 to "Investec" shall be read for the purposes of the Placing as references to Investec and/or Jefferies as the context shall require), and to be providing the representations, warranties and acknowledgements contained therein.
A copy of the Prospectus is available on National Storage Mechanism at: https://data.fca.org.uk/a/nsm/nationalstoragemechanism as well as on the Company's website at www.cordiantdigitaltrust.com.
Expected Timetable
|
Event |
Date (2022) |
|
Placing opens |
Wednesday, 5 January |
|
Latest time and date for applications under the Placing |
12.00 noon GMT on Tuesday, 25 January |
|
Results of the Placing announced |
Tuesday, 25 January |
|
Admission of the new Ordinary Shares to trading and commencement of dealings on the Specialist Fund Segment of the London Stock Exchange's Main Market for listed securities |
8.00 a.m. GMT on Thursday,27 January |
The dates and times specified above are subject to change. In particular, the Directors may (with the prior approval of the Joint Bookrunners) bring forward or postpone the closing time and date for the Placing. In the event that a date or time is changed, the Company will notify persons who have applied for Ordinary Shares by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.
References to all times are to London times unless otherwise stated.
Unless otherwise defined, capitalised terms used in this Announcement shall have the same meaning as set out in the Prospectus.
Enquiries:
For further information, please contact:
|
Cordiant Digital Infrastructure Management Ltd Manager Stephen Foss, Investor Relations
|
+44 (0)20 7201 7546
|
|
|
Investec Bank plc Joint Financial Adviser, Joint Global Coordinator and Joint Bookrunner |
+44 (0)20 7597 4000
|
|
|
Tom Skinner (Corporate Broking) Lucy Lewis, Denis Flanagan (Corporate Finance) Dominic Waters, Will Barnett, Neil Brierley, Jack Kershaw, Alice Douglas (Sales)
|
|
|
|
Jefferies International Limited Joint Financial Adviser, Joint Global Coordinator and Joint Bookrunner
Stuart Klein Gaudi Le Roux
|
+44 (0) 20 7029 8000 |
|
|
Camarco Financial Communications Adviser Louise Dolan Eddie Livingstone-Learmonth Monique Perks
|
+44 (0)20 3757 4980 |
|
|
Ocorian Administration (Guernsey) Limited Company Secretary and Administrator Ian Smith Eimear Coleman
|
+ 44 (0)1481 742742 |
|
Notes to Editors:
Cordiant Digital Infrastructure Limited primarily invests in the core infrastructure of the digital economy - data centres, fibreoptic networks and broadcast and telecommunication towers - "the plumbing of the internet" - in the UK, Europe and North America. Further details of the Company can be found on the Company's website at www.cordiantdigitaltrust.com.
Cordiant Capital Inc., the Company's investment manager, is a sector-focused investment manager with particular expertise and experience in digital infrastructure. Cordiant invests in global infrastructure and real assets, running infrastructure private equity and infrastructure private credit strategies through limited partnership funds and managed accounts. Cordiant's current client base consists of global insurance companies, pension plans and family offices.
Important Information
This Announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any Ordinary Shares referred to in this Announcement only on the basis of information contained in the Prospectus and not in reliance on this Announcement. Copies of the Prospectus are, subject to any applicable law, available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website.
This Announcement is not an offer to sell or a solicitation of any offer to buy the Ordinary Shares in the Company in the United States, Australia, Canada, the Republic of South Africa, Japan, or any member state of the EEA (with the exception of the Republic of Ireland) or in any other jurisdiction where such offer or sale would be unlawful.
This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The Company has not been and will not be registered under the U.S. Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the Ordinary Shares will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Ordinary Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.
In the United Kingdom, this communication is being distributed only to, and is directed only at, qualified investors as defined under Article 2 of the Prospectus Regulation: (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. For the purposes of this provision the expression "Prospectus Regulation" means the UK version of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, 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.
This communication is only addressed to, and directed at, persons in the Republic of Ireland who are "qualified investors" within the meaning of Article 2(e) of the EEA Prospectus Regulation. For the purposes of this provision, the expression "EEA Prospectus Regulation" means Regulation (EU) 2017/1129. This communication must not be acted on or relied on in any other member state of the EEA.
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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, the Investment Manager, Investec, Jefferies or any of their affiliates or by any of their respective officers, employees or agents in relation to it. 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 Company has a limited trading history. 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 returns set out in this Announcement are targets only. There is no guarantee that any returns set out in this Announcement can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this Announcement.
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, as well as those included in any related materials, 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.
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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.
Prospective investors should take note that, unless otherwise agreed with the Company, the Company's shares may not be acquired by: (i) investors using assets of: (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code; or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.
Investec is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulatory Authority. Investec 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 Investec 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 Investec 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.
Jefferies UK is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Jefferies EU is registered in Germany and authorised and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht. Jefferies 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 Jefferies 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 Jefferies 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.
In 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 Key Information Document relating to the Ordinary Shares is available to investors at www.cordiantdigitaltrust.com.
[1] The dividend target stated above is a target only and not a profit forecast. There can be no assurance that this target will be met, and it should not be taken as an indication of the Company's expected future results. The Company's actual returns will depend upon a number of factors, including but not limited to the Company's net income and level of ongoing charges. Accordingly, potential investors should not place any reliance on this target in deciding whether or not to invest in the Company and should decide for themselves whether or not the target dividend is reasonable or achievable.
[2] The dividend target stated above is a target only and not a profit forecast. There can be no assurance that this target will be met, and it should not be taken as an indication of the Company's expected future results. The Company's actual returns will depend upon a number of factors, including but not limited to the Company's net income and level of ongoing charges. Accordingly, potential investors should not place any reliance on this target in deciding whether or not to invest in the Company and should decide for themselves whether or not the target dividend is reasonable or achievable.
[3] The potential investments comprised in the Investment Manager's pipeline from time to time include transactions at various stages of consideration by the Investment Manager. The number and value of potential investments comprised in the pipeline fluctuates and the pipeline under consideration following completion of the Placing may be higher or lower or different than that under consideration at the date of this Announcement. There is no certainty that any of the potential investments in the Investment Manager's pipeline as at the date of this Announcement will be completed or will be invested in by the Company.
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