Proposed Equity Raise to raise c.£75 million
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX HERETO (TOGETHER THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE OR FORM A PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER TO SELL OR ISSUE, OR A SOLICITATION OF ANY OFFER TO PURCHASE OR OTHERWISE ACQUIRE, ANY SECURITIES IN THE PRS REIT PLC OR SECURITIES IN ANY OTHER ENTITY, 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.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
27 September 2021
PRSR.L
The PRS REIT plc
("The PRS REIT" or the "Company")
Proposed Equity Raise to raise c.£75 million
The PRS REIT, the closed-ended real estate investment trust that invests in high-quality, new build, family homes for the private rented sector ("PRS"), announces its intention to conduct a placing of new ordinary shares ("Placing Shares") at a price of 103 pence per share (the "Placing Price" and the "Placing").
In addition to the Placing, there will be an offer made by the Company on the PrimaryBid platform of new ordinary shares (the "PrimaryBid Shares") at the Placing Price (the "PrimaryBid Offer"), which will provide retail investors with an opportunity to participate in the equity raise (together with the Placing, the "Issue"). A separate announcement will be made shortly regarding the PrimaryBid Offer and its terms. The PrimaryBid Offer is conditional on the Placing, but the Placing is not conditional on the PrimaryBid Offer.
It is the intention that 72,815,533 new ordinary shares in the Company (the "New Ordinary Shares") will be issued under the Placing and the PrimaryBid Offer at the Placing Price, raising gross proceeds of approximately £75 million.(1)
Highlights
· 72,815,533 New Ordinary Shares available under the Issue at 103 pence per New Ordinary Share representing approximately 14.7 per cent. of the Company's issued share capital as at 24 September 2021, to be issued pursuant to shareholder authority granted at the annual general meeting of the Company held on 10 December 2020 (the "2020 AGM") ;
· Placing price of 103 pence represents:
o the same price as the Company's closing share price of 103 pence per ordinary share on 24 September 2021 (being the last business day prior to this announcement), and a discount of 6.79 per cent. to the Company's closing share price of 110.5 pence per ordinary share on 17 September 2021 (being the last business day prior to the announcement that the Company was exploring raising additional capital)
o a 4.2 per cent. premium to the unaudited adjusted net asset value as at 30 June 2021 of 98.9 pence per share. The adjusted NAV per share represents the unaudited NAV per share of 99.0 pence per share as at 30 June 2021 adjusted for the following:
§ 1.0 pence per share in respect of the interim quarterly dividend for the fourth quarter, which was declared on 2 August 2021 payable to shareholders on the register at the close of business on 13 August 2021 and paid on 3 September 2021
§ 0.85 pence per share of unaudited, estimated earnings per share accrued during the period to 27 September 2021
· The net proceeds of the Issue are intended to be used to acquire pipeline assets identified by the Investment Adviser. The pipeline comprises six sites, with the potential for 670 new homes providing a total ERV of c.£6.5m per annum
· Admission of the Placing Shares and the PrimaryBid Shares to the premium listing segment of the Official List and to trading on London Stock Exchange's main market ("Admission") is expected to occur on or around 4 October 2021
(1) The Directors reserve the right, in conjunction with the Joint Bookrunners and the Investment Adviser to increase the size of the Issue up to a maximum of 99,055,600 New Ordinary Shares if overall demand exceeds 72,815,533 New Ordinary Shares.
Background to the Placing and the PrimaryBid Offer and Use of Proceeds
As stated in the Company's recent trading update announcement, construction activity continues to progress well, with 243 new homes added to the portfolio between the end of the financial year ended 30 June 2021 and 31 August 2021. This takes the total portfolio to 4,227 completed homes with an ERV of £40.3m as at 31 August 2021, with a further 828 homes contracted and at varying stages of the construction process.
Of the 4,227 homes completed, 4,081 (97%) were occupied at 31 August 2021, with a further 80 homes reserved for qualified applicants with rental deposits paid. Demand is high and rent collection in July and August remained strong, with 98% of rent collected (as a percentage of rent invoiced in the period). Total arrears remain very low at £0.4m as at 3 September 2021.
The Company is now approaching its initial target of creating a portfolio of c.5,200 homes with an ERV of around £50.0m per annum(2), which will be delivered utilising the Company's existing resources, from a combination of its existing contracted sites and developments in the Investment Adviser's pipeline.
In addition to these, the Investment Adviser has identified a pipeline of six additional sites, with the potential for 670 new homes with a total ERV of c.£6.5m per annum. Three of these six sites (providing 383 homes at a total gross development cost ("GDC") of c.£58.7m) are available for immediate acquisition and construction commencement, with pricing agreed. Three further sites (representing 287 homes with a GDC of c.£43.8m) are scheduled to be available for acquisition within the next six months. As with all the Group's sites, these opportunities will be developed under fixed-price design and build contracts.
The Company expects the net proceeds of the Issue to be deployed promptly after receipt of funds, with first income on completion of initial new homes commencing from the end of February 2022, and practical completion achieved across all sites before the end of the 2024 financial year. The underlying transactions are also expected to be accretive to earnings per share on an IFRS basis from the first full financial year after the Issue and accretive to earnings per share on an EPRA basis from the second full financial year after the Issue.
(2) This is a target only and there can be no assurance that the target can or will be met and should not be taken as an indication of the Company's expected or actual future results. Accordingly, potential investors should not place any reliance on this target in deciding whether or not to invest in the Company or assume that the Company will make any distributions at all and should decide for themselves whether or not the target dividend yield is reasonable or achievable.
Further information on the Issue
The Company is proposing to raise gross proceeds of approximately £75 million through the Placing and the PrimaryBid Offer with new and existing investors at the Placing Price.
It is the intention that approximately 72,815,533 New Ordinary Shares will be issued under the Issue at the Placing Price representing approximately 14.7 per cent. of the Company's issued share capital as at 24 September 2021 to be issued pursuant to shareholder authority granted at the 2020 AGM .
Singer Capital Markets and Panmure Gordon as placing agents of the Company (the "Joint Bookrunners") have agreed to use their reasonable endeavours to place the Placing Shares with institutional investors at the Placing Price. The Directors reserve the right, in conjunction with the Joint Bookrunners and the Investment Adviser, to increase the size of the Placing up to a maximum of 99,055,600 New Ordinary Shares if overall demand exceeds 72,815,533 New Ordinary Shares .
The Placing will be non pre-emptive and will be conducted by way of a bookbuilding process which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix below, and is expected to close at 12.00 p.m. on 29 September 2021. The Joint Bookrunners, in consultation with the Company, reserve the right to close the bookbuilding process earlier or later at their discretion.
Details of the number of Placing Shares and the approximate gross proceeds of the Issue will be announced as soon as practicable after the closing of the Placing.
The Placing is not being underwritten.
The Placing is conditional, inter alia, upon Admission of the Placing Shares. It is expected that Admission of the Placing Shares and the PrimaryBid Shares will occur on or around 8.00 a.m. on 4 October 2021.
The New Ordinary Shares issued pursuant to the Placing and the PrimaryBid Offer will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
Expected Timetable
|
Placing opens |
27 September 2021 |
|
Launch of PrimaryBid retail offer |
27 September 2021 |
|
PrimaryBid Offer closes |
5.00 p.m. on 28 September 2021 |
|
Placing closes |
12.00 p.m. on 29 September 2021 |
|
Result of Issue announced |
By 30 September 2021 |
|
Admission of New Ordinary Shares |
4 October 2021 |
Each of the times and dates above refer to London time and are subject to change by the Company. Any such change will be notified to shareholders by an announcement on a Regulatory Information Service.
- Ends -
For further information, please contact:
|
The PRS REIT plc
|
Tel: 020 3178 6378 (c/o KTZ Communications) |
|
Sigma PRS Management Limited
|
Tel: 0333 999 9926 |
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Singer Capital Markets Securities Limited
Alan Geeves, James Waterlow, Sam Greatrex (Sales)
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Tel: 020 7496 3000
|
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Panmure Gordon (UK) Limited Chloe Ponsonby (Corporate Broking), Alex Collins (Corporate Finance) Tom Scrivens (Sales)
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Tel: 020 7886 2500 |
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G10 Capital Limited (part of the IQEQ Group as AIFM) Paul Turner
|
Tel: 020 3745 2826 |
|
KTZ Communications Katie Tzouliadis, Dan Mahoney |
Tel: 020 3178 6378
|
|
|
|
NOTES TO EDITORS
About The PRS REIT plc
www.theprsreit.com
The PRS REIT plc is a closed-ended real estate investment trust established to invest in the Private Rented Sector and to provide shareholders with an attractive level of income together with the potential for capital and income growth. The Company is investing £0.9bn in a portfolio of high quality homes for private rental across the regions, having raised a total of £0.5bn (gross) through its Initial Public Offering, on 31 May 2017, and a subsequent placing in February 2018. Both fundraisings were supported by the UK Government's Homes England with direct investments. On 2 March 2021, the Company transferred its entire issued share capital to the premium listing segment of the Official List of the FCA and to the London Stock Exchange's premium segment of the Main Market. On 16 July 2021, the Company announced the completion of the 4,000th new rental home for its portfolio, which the Company believes is the largest build-to-rent single family rental portfolio in the UK.
LEI: 21380037Q91HU97WZX58
About Sigma Capital Group plc
www.sigmacapital.co.uk
Sigma Capital Group plc ("Sigma") is a PRS, residential development, and urban regeneration specialist, with offices in Edinburgh, Manchester and London. Sigma's principal focus is on the delivery of large scale housing schemes for the private rented sector. The Company has a well-established track record in assisting with property related regeneration projects in the public sector, acting as a bridge between the public and private sectors.
Sigma has created an unrivalled property platform, which sources sites and brings together construction resource to develop them, enabling Sigma to deliver an integrated solution to partners. As well as sourcing sites and managing all stages of the planning and development process, Sigma also manages the rental of completed homes through its award winning rental brand 'Simple Life'. The Company's subsidiary, Sigma PRS Management Limited, is Investment Adviser to The PRS REIT plc.
About Sigma PRS Management Limited
Sigma PRS Management Limited is a wholly-owned subsidiary of Sigma Capital Group plc and is Investment Adviser to The PRS REIT plc. It sources investments and operationally manages the assets of The PRS REIT plc and advises the Alternative Investment Fund Manager ("AIFM") and The PRS REIT plc on a day-to-day basis in accordance with The PRS REIT plc's Investment Policy. The AIFM is G10 Capital Limited. Sigma PRS Management Ltd is an appointed representative of G10 Capital Limited, which is authorised and regulated by the Financial Conduct Authority (FRN:648953).
Important Information
The information contained within this announcement is deemed by the Company to constitute inside information for the purpose of the UK version Market Abuse Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time.
This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable 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. There will be no public offer of the New Ordinary Shares in the United States.
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.
This announcement has been prepared on the basis that all offers of the New Ordinary Shares will be made pursuant to any exemption under Regulation (EU) 2017/2019 (the "EU Prospectus Regulation) or the the UK version of the EU Prospectus Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation") from the requirement to produce a prospectus for offers of New Ordinary Shares. Accordingly, any person making or intending to make any offer within the UK 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 Bookrunner has authorised, nor do they authorise, the making of any offer of ordinary shares through any financial intermediary, other than offers made by Joint Bookrunners which constitute the final placement of the New Ordinary Shares contemplated in this announcement.
In the case of any New Ordinary Shares being offered to a financial intermediary as that term is used in Article 5(1) of the UK Prospectus Regulation, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the New Ordinary Shares acquired by it in the Placing have not been acquired on a non-discretionary 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 New Ordinary Shares to the public other than their offer or resale in the UK or a relevant member state to qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation or Article 2(e) of the EU Prospectus Regulation (as applicable) 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.
The content of this announcement has been prepared by, and is the sole responsibility of, The PRS REIT PLC.
The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Singer Capital Markets Securities Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the Placing. Singer Capital Markets will not regard any other person as its 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, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the Placing. Panmure Gordon will not regard any other person as its 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, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
None of the Investment Adviser nor the Joint Bookrunners, or any of their respective directors, officers, employees, advisers, affiliates or agents, 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 for any loss howsoever arising from any use of the announcement or its contents. The Investment Adviser and the Joint Bookrunners, and their respective directors, officers, employees, advisers, affiliates or agents, 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.
DATA PROTECTION
The processing of a Placee's personal data by the Company will be carried out in compliance with the applicable data protection legislation and with its Privacy Notice, a copy of which can be found on the Company's website https://www.theprsreit.com/privacy-policy/.
Each Placee acknowledges that it has read and understood the processing activities carried out by the Company as informed in the referred Privacy Notice.
Appendix - Terms and Conditions of the Placing
INTRODUCTION
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S. PERSONS OR, IN OR INTO THE UNITED STATES, THE RESTRICTED TERRITORIES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE ORDER, FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (II) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; (B) IN THE NETHERLANDS, QUALIFIED INVESTORS; AND (C) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS" AND EACH BEING A "RELEVANT PERSON"). 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. 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.
THIS APPENDIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL ADVISER FOR ADVICE.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN 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 (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF THE PLACING SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.
Persons 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 and these terms and conditions in its entirety and to be making such offer on the terms and conditions and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person 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;
2. in the case of any Placing Shares acquired by it as a financial intermediary (i) the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the UK or The Netherlands other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the UK or The Netherlands other than Qualified Investors, the offer of those Placing Shares to it is not treated as having been made to such persons; and/or
3. (i) (1) it is not a U.S. Person, (2) it is not located in the United States, and (3) it is not acquiring the Placing Shares for the account or benefit of a U.S. Person; or (ii) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other than an estate or trust) held for the benefit or account of a non U.S. person; and /or
4. 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, the Investment Adviser and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. Neither of the Joint Bookrunners makes any representation to any Placee regarding an investment in the Placing Shares referred to in this announcement (including this Appendix).
This announcement (including this Appendix) does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This announcement (including this Appendix) and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, the Restricted Territories or in any jurisdiction in which such publication or distribution is unlawful. Persons who come into possession of this announcement are required by the Company to inform themselves about and to observe any restrictions of transfer of this announcement. No public offer of securities of the Company is being made in the United Kingdom, the 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 under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. 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 in the United States, and under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act. The Placing Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons in accordance with Regulation S under the Securities Act.
The relevant clearances have not been, 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, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of any of the Restricted Territories. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the Restricted Territories or any other jurisdiction outside the United Kingdom.
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.
NOTICE TO DISTRIBUTORS
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and in particular Chapter 3 of the PROD Sourcebook (together, 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 Placing Shares have been subject to a product approval process, which has determined that the Placing Shares 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Placees should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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 Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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 MiFID II; 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 Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
DEFINITIONS
For the purposes of this Appendix:
"Admission" means admission of the New Ordinary Shares (i) to the premium segment of the Official List in accordance with the Listing Rules, and (ii) to trading on the premium segment of the London Stock Exchange's main market in accordance with the Admission and Disclosure Standards.
"Affiliates" means an affiliate of, or person affiliated with, a specified person; a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.
"Articles of Association" means the articles of association of the Company.
"Contract Note" or "Placing Confirmation" means the contract note or placing confirmation confirming the number of Placing Shares such Placee has agreed to acquire, the aggregate amount that such Placee will be required to pay for such Placing Shares and settlement instructions to pay the Joint Bookrunners as agent for the Company.
"CREST" means the computerised settlement system to facilitate the transfer of title to shares in uncertificated form operated by Euroclear.
"EEA" means the European Economic Area being the countries included as such in the Agreement on European Economic Area, dated 1 January 1994, among Iceland, Liechtenstein, Norway, the European Community and the Member States, as may be modified, supplemented or replaced.
"EEA AIFM Directive" Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers, the Commission Delegated Regulation (EU) No. 231/2013 and any transposing legislation incorporating the same into the local law of a member state of the European Economic Area, all as may be amended or supplemented from time to time.
"EUWA" means the European Union (Withdrawal) Act 2018, as amended.
"FCA" means the UK Financial Conduct Authority.
"FSMA" means the Financial Services and Markets Act 2000, as amended, including any regulations made pursuant thereto.
"Investment Adviser" means Sigma PRS Management Limited, the wholly-owned subsidiary of Sigma Capital Group plc.
"Issue" means the Placing and the PrimaryBid Offer.
"Joint Bookrunners" means Singer Capital Markets and Panmure Gordon, each being a "Joint Bookrunner".
"London Stock Exchange" means the London Stock Exchange Plc.
"Market Abuse Regulation" or "MAR" means the UK version of the Market Abuse Regulation (Regulation (EU) 596/2014), together with all delegated regulations and implementing regulations made thereunder, which form part of UK law by virtue of the EUWA, and any legislation made in the United Kingdom in connection with the entry into force of such regulations.
"Member State" means a sovereign state which is a member of the European Union.
"New Ordinary Shares" means the new Ordinary Shares to be issued by the Company pursuant to the Issue.
"Official List" means the official list of the FCA.
"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended.
"Ordinary Shares" means the ordinary shares of £0.01 each in the capital of the Company, having such rights and being subject to restrictions as are contained in the Articles of Association..
"Panmure Gordon" means Panmure Gordon (UK) Limited, acting as the Company's joint bookrunner in relation to the Placing.
"Placee" means a Relevant Person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for New Ordinary Shares has been given.
"Placing Agreement" means the Placing Agreement dated on or around the date of this announcement between the Company, the Investment Adviser, Singer Capital Markets and Panmure Gordon relating to the Placing.
"Placing Price" means 103 pence per ordinary share issued pursuant to the Placing and Primary Bid Offer.
"Placing Shares" means the New Ordinary Shares which are proposed to be placed in accordance with the terms of the Placing.
"PrimaryBid" means PrimaryBid Limited with registered number 08092575 and having its registered office at 21 Albemarle Street, London, W1S 4BS
"PrimaryBid Offer" means the separate offer by the Company (through the PrimaryBid platform) for retail investors of PrimaryBid Shares (anticipated to be announced shortly following the release of this announcement).
"PrimaryBid Shares" means any New Ordinary Shares to be issued by the Company under the terms of the PrimaryBid Offer.
"Prospectus Regulation Rules" means the prospectus regulation rules issued by the FCA under Part VI of the FSMA.
"Regulation S" means Regulation S under the Securities Act, as amended.
"Regulatory Information Service" means a regulatory information service that is approved by the FCA as meeting the FCA's Primary Information Provider criteria and that is on the list of Regulatory Information Services maintained by the FCA.
"Relevant Person" has the meaning given to it in the disclaimer.
"Restricted Territory" means the United States, Australia, Canada, the Republic of South Africa and Japan and any jurisdiction where the extension or availability of the Placing (and any other transaction contemplated thereby) would breach any applicable laws or regulations, and "Restricted Territories" shall mean any of them.
"Securities Act" means the U.S. Securities Act of 1933, as amended.
"Singer Capital Markets" means Singer Capital Markets Securities Limited, acting as the Company's joint bookrunner in relation to the Placing.
"U.S." or "United States" means the United States of America, its states, territories and possessions, including the District of Columbia.
"U.S. Investment Company Act" means the U.S. Investment Company Act of 1940, as amended.
"U.S. Person" has the meaning given in Regulation S.
DETAILS OF THE PLACING
Each of the Joint Bookrunners have entered into a Placing Agreement with the Company and the Investment Adviser under which the Joint Bookrunners have, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure, as agents for the Company, subscribers for the Placing Shares at the Placing Price. The Placing Agreement contains customary warranties given by the Company and the Investment Adviser to the Joint Bookrunners as to matters relating to the Company and its business.
The Company (after consultation with the Joint Bookrunners and the Investment Adviser) reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of applications in excess of the target amount under the Placing. The Company and the Joint Bookrunners also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offer in part rather than in whole.
Each Placee's obligations will be owed to the Company and to the Joint Bookrunners. Following the confirmation referred to below in the paragraph entitled "Participation in, and principal terms of, the Placing", each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners, to pay to the Joint Bookrunners (or as the Joint Bookrunners may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares which such Placees has agreed to acquire.
Each Placee agrees to indemnify on demand and hold each of the Joint Bookrunners, the Company and the Investment Adviser and their respective Affiliates harmless from any all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgments, undertakings, representations, warranties and agreements set forth in these terms and conditions and any Contract Note or Placing Confirmation.
The Placing is also conditional upon the Placing Agreement becoming unconditional and the Placing Agreement not being terminated in accordance with its terms. Further details of conditions in relation to the Placing are set out below in the paragraph entitled "Conditions of the Placing".
A Placee agrees to become a member of the Company and agrees to subscribe for those Placing Shares allocated to it by the Joint Bookrunners at the Placing Price, conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. on 4 October 2021 (or such later time and/or date, not being later than 5.00 p.m. on 31 October 2021, as the Company, the AIFM and the Joint Bookrunners may agree); (ii) the Placing Agreement becoming otherwise unconditional in all respects and not having been terminated in accordance with its terms on or before the date of Admission; and (iii) the Joint Bookrunners confirming to the Placees their allocation of Placing Shares.
To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have.
In addition to the Placing, the Company intends to make an offer on the PrimaryBid platform of PrimaryBid Shares at the Placing Price. The PrimaryBid Offer is conditional on the Placing but the Placing is not conditional on the PrimaryBid Offer. The Joint Bookrunners are acting as placing agents only in connection with the Placing and are not acting for any person, including the Company, in respect of the PrimaryBid Offer. Neither of the Joint Bookrunners or any of their respective Affiliates will have any liability (subject to applicable legislation and regulations) to any person in respect of the PrimaryBid Offer.
APPLICATION FOR ADMISSION TO TRADING
Application will be made to the FCA and the London Stock Exchange for Admission. It is expected that settlement of any such Placing Shares and Admission will become effective on or around 8.00 a.m. on 4 October 2021 and that dealings in the Placing Shares will commence at that time.
PAYMENT FOR SHARES
Each Placee has a separate, irrevocable, and binding obligation to pay the Placing Price in cleared funds for the number of Placing Shares duly allocated to the Placee under the Placing in the manner and by the time directed by the Joint Bookrunners. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for Placing Shares shall at each Joint Bookrunner's discretion either be rejected or accepted in which case the paragraph below entitled "Registration and Settlement" shall apply to such application.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
The Joint Bookrunners (whether through themselves or any of their Affiliates) are arranging the Placing as placing agents of the Company for the purpose of using reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.
Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. The Joint Bookrunners and their affiliates may participate in the Placing as principal.
By participating in 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, acknowledgements, agreements and undertakings contained in this Appendix.
This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
The number of Placing Shares to be issued and the extent of each Placee's participation in the Placing (which will not necessarily be the same for each Placee) will be agreed between the Joint Bookrunners (following consultation with the Company and the Investment Adviser) following completion of the Placing. No element of the Placing will be underwritten. The number of Placing Shares will be announced on a Regulatory Information Service following completion of the Placing.
Each Placee's allocation will be confirmed to Placees orally, or by email, by the relevant Joint Bookrunner, and a Contract Note or Placing Confirmation will be dispatched as soon as possible thereafter. The oral or email confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the Joint Bookrunners and the Company, under which it agrees to acquire 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 Articles of Association.
No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners 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.
Irrespective of the time at which a Placee's allocation pursuant to the Placing is 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 the paragraph entitled "Registration and Settlement".
All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below and to the Placing not being terminated on the basis referred to below.
By participating in the Placing, 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.
To the fullest extent permissible by law, none of the Company, the Joint Bookrunners or any of their respective Affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise under these terms and conditions). In particular, none of the Company, the Joint Bookrunners or any of their respective Affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the issue of the Placing Shares to the Placees and the Joint Bookrunners shall have no liability to the Placees for the failure of the Company to fulfil those obligations.
CONDITIONS OF THE PLACING
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms on or before 8;00 a.m. on the date of Admission.
The Joint Bookrunners' obligations under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:
1. the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and
2. Admission occurring and becoming effective by 8.00 a.m. on 4 October 2021 (or such later time and/or date as the Company and the Joint Bookrunners may agree in writing, in any event being not later than 5.00 p.m. on 31 October 2021);
If (a) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Joint Bookrunners by the respective time or date where specified (or such later time or date as the Company and the Joint Bookrunners may agree in writing, not being later than 5.00 p.m. on 31 October 2021 (the "Long Stop Date")); or (b) the Placing Agreement is terminated as described below, the Placing in relation to the Placing Shares 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 in respect thereof.
Subject to certain exceptions the Joint Bookrunners may, at their absolute discretion and upon such terms as they think fit, waive, or extend the period (up to the Long Stop Date) for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.
Neither of the Joint Bookrunners 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 they 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 the Joint Bookrunners.
RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
A Joint Bookrunner is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, amongst other things:
1. the Company has failed to comply with any of its obligations under the Placing Agreement which is material (in the opinion of a Joint Bookrunner acting in good faith) in the context of the Issue and/or Admission; or
2. any of the warranties given by the Company to the Joint Bookrunners under the Placing Agreement not being true or accurate or being misleading when given or deemed given or repeated or deemed repeated (by reference to the facts and circumstances in each case then existing) in a respect which is material (in the opinion of a Joint Bookrunner acting in good faith) in the context of the Issue and/or Admission.
Following Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares.
The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by a Joint Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Joint Bookrunner, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against the Joint Bookrunners, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
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 the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Issue (including 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 the Company is required to publish 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 not relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or a Joint Bookrunner or any other person and neither of the Joint Bookrunners nor the Company nor the AIFM 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. Each Placee should not consider any information in this announcement to be legal, tax or business advice. Each Placee should consult its own legal adviser, tax adviser and business adviser for legal, tax and business advice regarding an investment in the New Ordinary Shares. 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: GB00BF01NH51) following Admission will take place within CREST provided that, subject to certain exceptions, the Joint Bookrunners 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 is not possible or practicable within CREST within the timetable set out in this announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a Contract Note or Placing Confirmation stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner (as agent for the Company) 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 CREST or certificated settlement instructions that it has in place with the relevant Joint Bookrunner. In the event of any failure by a Placee to pay as so directed and/or by the time required by the Joint Bookrunners, as applicable, the relevant Placee shall be deemed hereby to have irrevocably and unconditionally appointed the Joint Bookrunners, or any nominee of the Joint Bookrunners as its agent to use their reasonable endeavours to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment shall not have been made as directed, and to indemnify the relevant Joint Bookrunner and its respective affiliates on demand in respect of any liability for stamp duty and/or stamp duty reserve tax or any other liability whatsoever arising in respect of any such sale or sales.
A sale of all or any of such Placing Shares shall not release the relevant Placee from the obligation to make such payment for the relevant Placing Shares to the extent that the Joint Bookrunner or its nominee has failed to sell the Placing Shares at a consideration which, after deduction of the expenses of such sale and payment of stamp duty and/or stamp duty reserve tax as aforementioned, is equal to or exceeds the Placing Price.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note 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 or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to each of the Company, the Investment Adviser, the Registrar and the Joint Bookrunners, namely that, each Placee (and any person acting on such Placee's behalf):
1. represents and warrants that it has read and understood this announcement, including this Appendix, in its entirety and that its subscription of Placing Shares is subject to, and based upon, all the terms, conditions, representations, warranties, 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 neither the Joint Bookrunners nor the Company nor the AIFM 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 the Joint Bookrunners, the Company, the AIFM, any of their respective Affiliates or any person acting on behalf of any of them to provide it with any such information;
4. acknowledges that the Placing 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;
5. if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for the Placing Shares, warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any such territory or jurisdiction and that it has not taken any action or omitted to take any action which will or might reasonably be expected to result in the Issuer, the Investment Adviser, the Registrar or the Joint Bookrunners, or any of their respective officers, agents, employees or Affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with any Placing;
6. acknowledges that the content of this announcement (including this Appendix) is exclusively the responsibility of the Company, and that neither of the Joint Bookrunners, the Investment Adviser, the Registrar, nor any person acting on their behalf nor any of their Affiliates are responsible for or shall have any liability for any information, representation or statement contained in this announcement (including this Appendix) or any information previously or concurrently 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. Each Placee further 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 the Joint Bookrunners, the Company or the Investment Adviser or any of their respective directors, officers or employees or any person acting on behalf of any of them (including with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of any publicly available information), or, if received, it has not relied upon any such information, representations, warranties or statements, and neither the Joint Bookrunners 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. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company and the terms of the Placing and has independently made its own analysis and decision with regard to its commitment to subscribe for Placing Shares and it will not rely on any investigation that the Joint Bookrunners, their affiliates or any other person acting on their behalf has or may have conducted;
7. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with 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 the Joint Bookrunners may in their sole discretion determine and without liability to such Placee and it will remain liable and will indemnify the Joint Bookrunners on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;
8. 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 the Joint Bookrunners 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 acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
9. its commitment to acquire Placing Shares will be agreed orally, or by email, with the relevant Joint Bookrunner as agent for the Company and that a Contract Note or Placing Confirmation will be issued by the relevant Joint Bookrunner as soon as possible thereafter. That oral or email confirmation will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and the Joint Bookrunners to subscribe for the number of Placing Shares allocated to it and comprising its Placing Commitment at the applicable Placing Price on the terms and conditions set out in this announcement and, as applicable, in the Contract Note or Placing Confirmation and in accordance with the Articles of Association in force as at the date of Admission. Except with the consent of the Joint Bookrunners such oral commitment will not be capable of variation or revocation after the time at which it is made;
10. none of the Placing Shares have been or will be registered under the laws of any Restricted Territory or any other jurisdiction where the extension or availability of the Placing would breach any applicable law. Accordingly, the Placing Shares may not be offered, sold, issued or delivered, directly or indirectly, within any Restricted Territory or any other jurisdiction where the extension or availability of the Placing would breach any applicable law unless an exemption from any registration requirement is available;
11. it: (i) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions; (ii) has fully observed the laws of all relevant jurisdictions; (iii) has the requisite capacity and authority and is entitled to enter into and perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto.
12. if in the United Kingdom, represents and warrants that it is a person who: (i) falls with Articles 49(2)(A) to (D) or 19(5) of the Order or it is a person to whom the Placing Shares may otherwise be lawfully offered under such Order or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations; and (ii) is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;
13. if in a Member State of the EEA, unless otherwise specifically agreed with the Joint Bookrunners in writing, represents and warrants that it is a Qualified Investor within the meaning of Article 2 of the Prospectus Regulation and that it is a person to whom Placing Shares may lawfully be marketed to under any applicable legislation implementing the EEA AIFM Directive;
14. if a financial intermediary, as that term is used in the Prospectus Regulation, 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 Member State of the EEA other than Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; represents and warrants that (a) (i) it is not in the United States ; (ii) it is not a U.S. Person (within the meaning of Regulation S); and (iii) it is not acting for the account or benefit of a U.S. Person; or (b) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other than an estate or trust) held for the benefit or account of a non U.S. Person;
15. acknowledges that the Placing Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons pursuant to Regulation S under the Securities Act, and the Placing Shares have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and agrees not to reoffer, resell, pledge, transfer or deliver any Placing Shares, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. 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 in the United States;
16. it further 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; it does not have a registered address in, and is not a citizen, resident or national of any Restricted Territory and it is not acting on a non-discretionary basis for any such person;
17. if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the United Kingdom) on the date of such investor's agreement to subscribe for Placing Shares and will not be any such person on the date that such subscription is accepted;
18. 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 in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and you acknowledge and agree that this announcement is not being issued by the Joint Bookrunners each in their capacity as an authorised person under section 21(1) of the FSMA and it may not therefore be subject to the controls which would apply if it were made or approved as financial promotion by an authorised person;
19. 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;
20. 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;
21. 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;
22. represents and warrants that: (i) it has complied with and will continue to comply with its obligations under the Market Abuse Regulation, Criminal Justice Act 1993 and Part VIII of the FSMA and other applicable law; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations, Directive (2018/843/EU) of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) and any other applicable law (where all such legislation listed under this (ii) shall together be referred to as the "AML Legislation"); and (iii) it is not a person: (1) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (2) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3) subject to financial sanctions imposed pursuant to a regulation of the EU or a regulation adopted by the United Nations (together, 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 pursuant to AML Legislation and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which the Joint Bookrunners may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise or any other information as may be required to comply with legal or regulatory requirements (including in particular under the AML Legislation)) in the form and manner requested by the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide at their sole discretion;
23. acknowledges that neither of the Joint Bookrunners, any of their Affiliates, or 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 participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of the Joint Bookrunners and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Engagement Letter nor for the exercise or performance of any of their rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;
24. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the UK 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 the UK within the meaning of section 85(1) of FSMA;
25. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA 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 within the meaning of the EU Prospectus Regulation;
26. that, save in the event of fraud on the part of each of the Joint Bookrunners (and to the extent permitted by the FCA), neither of the Joint Bookrunners, their ultimate holdings companies nor any of its direct or indirect subsidiary undertakings of such holding companies, nor any of its respective directors, members, partners, officers and employees shall be responsible or liable to a Placee or any of its clients for any matter arising out of the Joint Bookrunner's role as financial adviser, bookrunner or placing agent (as applicable) or otherwise in connection with the Placing and that where any such responsibility or liability nevertheless arises as a matter of law, the Placee and, if relevant, its clients, will immediately and irrevocably waive any claim against any of such persons which it may have in respect thereof;
27. that where it is subscribing for Placing Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Placing Shares for each such account; (ii) to make on each such account's behalf the undertakings, acknowledgements, representations, warranties and agreements set out in these terms and conditions; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and the Joint Bookrunners. It agrees that the provision of this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account;
28. acknowledges that, pursuant to applicable data protection legislation (including the General Data Protection Regulation (EU) 2016/679 ("EU GDPR"), the UK version of the EU GDPR which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419), the Data Protection Act 2018 and regulatory requirements in the UK and/or the EEA, as appropriate, in force from time to time, any personal data provided by it to the Company or the Registrar will be stored both on the Registrar's computer system and manually. Such personal data is used by the Registrar to maintain the Company's register of Shareholders and mailing lists and this may include sharing such data with third parties in one or more other countries when: (a) effecting the payment of dividends and other distributions to Shareholders; 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. By becoming registered as a holder of Placing Shares a person becomes a data subject (as defined in the DP Act) and is deemed to have consented to the processing by the relevant Issuer or the Registrar of any personal data relating to them in the manner described above;
29. the Joint Bookrunners are each entitled to exercise any of their rights under the Placing Agreement (including, without limitation, rights of termination) or any other right in its absolute discretion without any liability whatsoever to them;
30. agrees that the Company, the Joint Bookrunners 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 the Joint Bookrunners on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;
31. any of its clients, whether or not identified to the Joint Bookrunners will remain its sole responsibility and will not become clients of the Joint Bookrunners for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;
32. the allocation of Placing Shares shall be determined by the Joint Bookrunners in their absolute discretion (in consultation with the Company and the AIFM) and that the Joint Bookrunners may scale down any Placing Commitment on such basis as it may determine (which may not be the same for each Placee). The right is reserved to reject in whole or in part any participation in the Placing;
33. acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix;
34. it authorises the Joint Bookrunners to deduct from the total amount subscribed under the Placing, as applicable, the aggregation commission (if any) (calculated at the rate agreed with the Placee) payable on the number of Placing Shares allocated under the Placing;
35. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England 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 (including non-contractual matters) 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 the Joint Bookrunners 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;
36. acknowledges that no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners 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;
37. acknowledges that it is an institution that has 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 in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are 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;
38. acknowledges that a Joint Bookrunner or any of its Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Placing; and
39. represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation;
40. to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the announcement, including this Appendix;
41. 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);
42. 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 the Joint Bookrunners;
43. acknowledges that the Placing Shares will be allotted and issued subject to the terms and conditions of this Appendix;
44. agrees to indemnify on demand on an after tax basis and hold the Company, the Joint Bookrunners 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 the Joint Bookrunners and/or the Company arising from the performance of the Placee's obligations as set out in this announcement and further agrees that the provisions of this announcement (including this Appendix) shall survive after completion of the Placing; and
45. 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 the Joint Bookrunners' or the Company's conduct of the Placing.
The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to the Joint Bookrunners and the Company and are irrevocable and shall not be capable of termination in any circumstances. The agreement to settle a Placee's subscription (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 is subject to the representations, warranties and further terms above and assumes, and is based on the warranty from each Placee, that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Joint Bookrunners 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, 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 the Joint Bookrunners in the event that any of the Company and/or the Joint Bookrunners have 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 the Joint Bookrunners 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 the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that a Joint Bookrunner or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with a Joint Bookrunner, any money held in an account with such Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner's money in accordance with the client money rules and will be used by that Joint Bookrunner in the course of its own business and the Placee will rank only as a general creditor of that Joint Bookrunner.
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. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an appropriately qualified independent financial adviser.
Each of the Joint Bookrunners is entitled, at its discretion and out of its own resources, at any time to rebate to some or all of its investors, or to other parties (including the Investment Adviser), part or all of its fees relating to the Placing.
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