Proposed Placing Programme and Notice of EGM
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE DOING SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Capitalised terms used in this announcement and not otherwise defined shall have the meanings ascribed to them in the definitions section set out below.
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Real Estate Credit Investments Limited in connection with the Placing Programme (as defined below) and the admission of certain of its ordinary shares (the "New Ordinary Shares") to listing on the premium segment of the UK Financial Conduct Authority's Official List and to trading on the premium segment of the London Stock Exchange's Main Market for securities admitted to trading. Copies of the Prospectus will be available in due course at the Company's registered office and will be available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM. This announcement does not constitute or form a part of any offer to sell or issue, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
13 February 2020
Real Estate Credit Investments Limited
(the "Company")
Proposed Placing Programme and Notice of Extraordinary General Meeting
Further to the Company's announcement on 4 February 2020, the Board is pleased to announce its intention to establish a placing programme for the issue of up to 150 million New Ordinary Shares (the "Placing Programme") to enable the Company to raise capital in an efficient and cost-effective manner over the next 12 months.
The Placing Programme is conditional upon, amongst other things, a resolution being passed at an extraordinary general meeting of the Company to be convened for 10 March 2020 (the "EGM"). A Circular, containing a notice convening the EGM, will be sent to Shareholders today.
The Company is expected to shortly publish a prospectus setting out full details of the Placing Programme (the "Prospectus") and a further announcement in relation to the publication of the Prospectus will be made in due course.
The Circular will shortly be available on the national storage mechanism at http://www.morningstar.co.uk/uk/NSM and will also be available on the Company's website at www.recreditinvest.com.
Highlights:
· The proposed Placing Programme is intended to enable the Company to raise additional capital through the issue of up to 150 million New Ordinary Shares for the period of 12 months from the date of the publication of the Prospectus.
· Assuming 150 million New Ordinary Shares are issued under the Placing Programme, the Company will raise gross proceeds of approximately £249 million based on the latest unaudited Net Asset Value per Ordinary Share of 166.0 pence as at 31 January 2020.
· The funds raised from the Placing Programme will be invested in accordance with the Company's strategy and investment objective and policy to grow its portfolio.
· Liberum Capital Limited ("Liberum") has been appointed as Sponsor and Bookrunner in relation to the Placing Programme.
Bob Cowdell, Chairman of Real Estate Credit Investments Limited, commented:
"Following the success of the recent oversubscribed tap issue, the proposed Placing Programme will position the Company to carry out further issues and take advantage of attractive investment opportunities over the next year."
For further information please contact:
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Cheyne Capital Management (UK) LLP |
+44 (0)20 7968 7450 |
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Richard Lang / Sophie Turner |
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Liberum Capital Limited (Sponsor and Bookrunner) |
+44 (0)20 3100 2222 |
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Shane Le Prevost |
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Richard Crawley |
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Richard Bootle |
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Laura Hamilton |
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EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The anticipated dates and sequence of events relating to the implementation of the Placing Programme are set out below:
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Publication of Circular |
13 February 2020 |
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Publication of Prospectus |
on or around 21 February 2020 |
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Record date for participation and voting at the EGM |
close of business on 8 March 2020 |
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Latest time and date for the receipt of Proxy Appointments for the EGM* |
2:00 p.m. on 8 March 2020 |
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Extraordinary General Meeting |
2:00 p.m. on 10 March 2020 |
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Authority in place to issue New Ordinary Shares under the Placing Programme (assuming the Resolution is passed at the EGM) |
Following the conclusion of the EGM on 10 March 2020 |
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Admission and crediting of CREST accounts in respect of each |
8.00 a.m. on the Business Day on which New Ordinary Shares are issued |
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Placing Programme closes |
the date falling 12 months after the date of publication of the Prospectus |
The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by the Company, in which event details of the new times and dates will be notified to the Financial Conduct Authority, and an announcement will be made on a RIS.
References to times in this announcement are to London times unless otherwise stated.
* Please note that the latest time for receipt of Proxy Appointments in respect of the EGM is 48 hours prior to the time allotted for the EGM.
PLACING PROGRAMME STATISTICS
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Maximum number of New Ordinary Shares under the |
150,000,000 |
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Maximum size of Placing Programme* |
£249 million |
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ISIN for Ordinary Shares |
GB00B0HW5366 |
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SEDOL for Ordinary Shares |
B0HW536 |
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Ordinary Shares ticker |
RECI |
* Calculated using 31 January 2020 unaudited NAV per Ordinary Share of 166.0 pence. The Placing Price applicable to each Placing under the Placing Programme will be determined by reference to the Net Asset Value per Ordinary Share as at the month-end immediately preceding the Placing.
Minimum subscription per investor pursuant to each Placing within the Placing Programme is £10,000.
1. Introduction
Following the expiry on 1 November 2019 of the Company's placing programme launched on 2 November 2018, and the Company's recent share issuance earlier this month exhausting the Board's authority to issue new Ordinary Shares granted by the Ordinary Shareholders at the 17 September 2019 AGM, the Board wishes to seek Ordinary Shareholder approval in connection with the proposed successor Placing Programme, further details of which are set out below in this announcement and will be set out in the Prospectus which is expected to be published on or around 21 February 2020.
An Extraordinary General Meeting is being convened at which Ordinary Shareholders will be asked to consider whether to dis-apply the pre-emption rights contained in the Articles in respect of 150 million New Ordinary Shares for the purposes of issuing New Ordinary Shares pursuant to the Placing Programme, such disapplication to have effect for the duration of the Placing Programme (the "Proposal").
The Proposal described in this announcement is conditional on Ordinary Shareholder approval, which is being sought at the EGM to be held at the registered office of the Company at East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP. The EGM will be held at 2:00 p.m. on 10 March 2020.
2. Background to and rationale for the Placing Programme
On 2 November 2018, the Company launched a placing programme which was approved by Ordinary Shareholders at the extraordinary general meeting of the Company held on 29 November 2018. On 24 May 2019, the Company announced that it had raised gross proceeds of £78 million through the issue of 45,882,253 new Ordinary Shares. On 1 October 2019, the Company announced that a further placing raising gross proceeds of £17 million through the issue of 10,208,480 new Ordinary Shares had been completed. That placing programme expired on 1 November 2019, having raised aggregate gross proceeds of £95 million, which further diversified the Company's investor base and enhanced the liquidity of the Company's Ordinary Shares.
As at the date of this announcement, the proceeds raised pursuant to the most recent placing programme have been fully invested in accordance with the Company's investment strategy and such investments are supporting the Company in continuing to deliver on its investment objective to provide Ordinary Shareholders with attractive and stable returns, primarily in the form of quarterly dividends.
On 4 February 2019, the Company announced that it had completed a further placing of 19,920,363 new Ordinary Shares which raised gross proceeds of £33.5 million. The placing was oversubscribed and exhausted the remaining authority to issue Ordinary Shares on a non-pre-emptive basis granted to the Board at the Company's annual general meeting held on 17 September 2019.
Following these issues, the total number of Ordinary Shares in issue as at the date of this announcement is 229,332,478 (with no shares held in treasury) and the Company's market capitalisation as at the date of this announcement is in excess of £385 million.
Throughout the last placing programme, markets were overshadowed by economic, political and Brexit uncertainties. Subsequently, the UK general election result in December 2019 and the departure of the UK from the European Union on 31 January 2020 have provided some clarity for markets and investors, notwithstanding the ongoing challenges and uncertainty of outcome of the negotiation of transition arrangements with the European Union and other international trade agreements.
The Board, as advised by the Investment Manager, continues to be positive about the investment opportunities available within real estate credit markets. It is the Investment Manager's view that, whilst economic and Brexit related uncertainty exists, the UK and Western European real estate markets (and, in particular, those in France and Germany) continue to offer an attractive combination of underlying tenant demand, relatively liquid investment markets and a shortage of debt capital.
Given this backdrop, and in light of the positive prospects for further investments by the Company in the short to medium term, the Directors believe that implementing the Placing Programme is in the best interests of the Company and the Shareholders as a whole and should lead to:
· an attractive level of returns from new investments;
· a reduction in the total expense ratio, by spreading the Company's fixed running costs over a larger Ordinary Shareholder base; and
· an improved free float and introduction of new investors, which may enhance liquidity in the Ordinary Shares.
If the Placing Programme is implemented and New Ordinary Shares are placed successfully, the Net Placing Proceeds will be deployed in new real estate credit investment opportunities, and to fund the existing undrawn loan commitments the Company has already closed, in accordance with the Investment Objective and Policy, which the Directors believe should provide:
· greater scope to expand and diversify the Investment Portfolio; and
· a better position for the Company to take advantage of the attractive investment opportunities which both the Directors and the Investment Manager anticipate will continue to arise for the foreseeable future. The Investment Manager believes that the best risk-adjusted opportunities currently lie in senior loans and core income bonds.
(For the above purposes, "core" means that the asset benefits from having long term income.)
Pending investment of the Net Placing Proceeds in accordance with the Investment Objective and Policy, the Company may invest the net proceeds in short term money market funds. The Company does not intend to apply leverage to such temporary investments.
The Company intends to issue up to 150 million New Ordinary Shares pursuant to the Placing Programme, subject to the Company being able to source suitable investments over the duration of the Placing Programme. The maximum number of New Ordinary Shares available under the Placing Programme should not be taken as an indication of the number of New Ordinary Shares finally to be issued.
The Placing Programme will be flexible and may have a number of closing dates in order to provide the Company with the ability to issue New Ordinary Shares over a period of time.
Placings will not be conducted on a pre-emptive basis, therefore Existing Ordinary Shareholders who do not participate in a Placing will have their percentage holding diluted following each issue of New Ordinary Shares. Assuming that the maximum number of New Ordinary Shares are issued under the Placing Programme (being 150 million), this would result in a dilution of approximately 39.5 per cent. in Existing Ordinary Shareholders' voting control of the Company.
The Placing Programme is conditional upon the Existing Ordinary Shareholders passing the Resolution (described below) at the EGM.
In addition, each allotment and issue of New Ordinary Shares pursuant to the Placing Programme is conditional, among other things, on:
· Admission of the New Ordinary Shares issued pursuant to such allotment and issue; and
· the Placing Agreement not being terminated in accordance with its terms and any particular Placing not being terminated in accordance with the terms of the Placing Agreement.
In circumstances where these conditions are not fully satisfied, the relevant issue of New Ordinary Shares pursuant to the Placing Programme will not take place.
Liberum has been appointed by the Company to use reasonable endeavours to procure subscribers for the New Ordinary Shares in accordance with the Placing Agreement.
The Placing Programme will not be underwritten. The minimum gross proceeds in respect of any Placing will be agreed between the Company and Liberum in consultation with the Investment Manager.
Subject to the requirements of the Listing Rules, the price at which each New Ordinary Share will be issued pursuant to each Placing will be no less than the aggregate of the published Net Asset Value per Existing Ordinary Share at the time of issue (after deducting any dividend per Ordinary Share in relation to which the New Ordinary Shares to be issued pursuant to the relevant Placing will not participate and that was declared subsequent to the date on which the relevant Net Asset Value per Ordinary Share was calculated) and such sum as equates to the costs, expenses and commissions attributable to such Placing and may, in the Directors' sole discretion, include a premium. The Placing Price in relation to each Placing will be announced by the Company via an RIS announcement in advance of that Placing.
3. The resolution to disapply pre-emption rights
The Articles contain pre-emption rights in respect of the allotment or sale for cash of "equity securities" (which include Ordinary Shares), and such pre-emption rights can be disapplied by way of an Extraordinary Resolution. The Board feels that this disapplication is appropriate for a closed-ended investment fund such as the Company and gives the Company adequate flexibility to capture opportunities for investment.
The disapplication of pre-emption rights in relation to the Placing Programme on the basis explained in this announcement is proposed through the Resolution to be proposed at the EGM.
The notice convening the EGM will be set out at the end of the Circular, which will be despatched to Ordinary Shareholders shortly.
The Resolution to be proposed at the EGM will be proposed as an Extraordinary Resolution to disapply the pre-emption rights in the Articles in respect of 150 million New Ordinary Shares to be issued pursuant to the Placing Programme, such disapplication to have effect for the duration of the Placing Programme (unless previously renewed, varied or revoked by the Company in a general meeting) (the "Resolution"). As at the date of this announcement, this equates to approximately 65 per cent. of the Existing Ordinary Shares in issue.
All persons holding Ordinary Shares at close of business on 8 March 2020, or if the EGM is adjourned, on the register of Ordinary Shareholders of the Company at close of business on the date falling 48 hours before the time of the adjourned EGM, shall be entitled to attend, speak or vote at the EGM and shall be entitled on a poll to 1 vote per Ordinary Share held. As at the date of this announcement, there are 229,332,478 Ordinary Shares in issue (with no shares held in treasury).
If the Resolution, which is an Extraordinary Resolution, is not passed at the EGM, the Company will not be able to carry out Placings pursuant to the Placing Programme unless the Ordinary Shareholders resolve to disapply pre-emption rights at a future general meeting of the Company.
4. Action to be taken
Whether or not Ordinary Shareholders intend to attend the EGM, they should ensure their Proxy Appointment is submitted by one of the following means:
(1) return the Form of Proxy, to be enclosed with the Circular, in hard copy form by post, by courier or by hand to Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF; or
(1) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the notice of the EGM provided with the Circular.
In each case, the Proxy Appointment must be received by the Company not less than 48 hours before the time for holding of the EGM. To be valid, the relevant Proxy Appointment should be completed in accordance with the instructions accompanying it and lodged with the Company's registrars by the relevant time.
Submission of a Proxy Appointment will not affect an Ordinary Shareholder's right to attend, speak and vote at the EGM.
A quorum consisting of two Ordinary Shareholders present in person or by proxy is required for the EGM.
5. Recommendation
The Board, as advised by Liberum, considers that the Proposal is in the best interests of the Company and Shareholders as a whole. Accordingly, the Board unanimously recommends that Ordinary Shareholders vote in favour of the Resolution to be proposed at the EGM. Ordinary Shareholders are therefore urged to complete and submit their Proxy Appointment, whether or not they intend to attend the EGM.
Definitions
In this announcement the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:
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"ABS" |
asset-backed securities which are debt securities which have their interest and principal repayments sourced principally from a generic group of income-producing assets |
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"Admission" |
admissions of the New Ordinary Shares issued pursuant to Placings under the Placing Programme to the premium segment of the Official List and to trading on the premium segment of the Main Market and such admissions becoming effective |
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"Articles" |
the articles of incorporation of the Company adopted from time to time |
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"Board" or "Directors" |
the board of directors of the Company |
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"Brexit" |
the United Kingdom's withdrawal from the European Union |
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"Business Day" |
any day (other than a Saturday or a Sunday) on which commercial banks are open for general business in London and Guernsey |
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"Circular" |
the Circular to be despatched to Ordinary Shareholders containing the Notice of EGM |
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"CMBS" |
commercial mortgage-backed securities, being interests in or obligations secured by a commercial mortgage loan or a pool of commercial mortgage loans |
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"Companies Law" |
The Companies (Guernsey) Law, 2008, as amended |
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"Company" |
Real Estate Credit Investments Limited, an authorised closed-ended investment scheme limited by shares and incorporated under the laws of Guernsey with registered number 43634 |
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"CREST" |
the relevant system as defined in the CREST Regulations in respect of which Euroclear is operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form |
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"EGM" or "Extraordinary General Meeting" |
the extraordinary general meeting of the Company convened for 2:00 p.m. on 10 March 2020 (or any adjournment thereof), notice of which is set out at the end of the Circular |
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"Existing Ordinary Shareholders" |
the holders of Existing Ordinary Shares |
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"Existing Ordinary Shares" |
the ordinary shares of no par value in issue in the capital of the Company as at the date of the Circular |
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"Extraordinary Resolution" |
a resolution passed by a majority of not less than 75 per cent. of the Existing Ordinary Shareholders present and voting in person or by proxy |
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"Financial Conduct Authority" or "FCA" |
the Financial Conduct Authority, and including any successor thereof, acting in its capacity as the competent listing authority for the purposes of Part 6 of FSMA |
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"Form of Proxy" |
the form of proxy accompanying the Circular |
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"FSMA" |
the Financial Services and Markets Act 2000, as amended |
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"Gross Placing Proceeds" |
the aggregate value of the New Ordinary Shares issued under the Placing Programme at the Placing Price |
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"Investment Manager" |
Cheyne Capital Management (UK) LLP |
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"Investment Objective and Policy" |
the investment objective and policy of the Company, as will be set out in the section entitled "Investment Objective and Policy" in Part I of the Prospectus |
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"Investment Portfolio" |
the total assets of the Company which, when taken together, at any time, may include the ABS, MBS, RMBS, CMBS or other investments, rights to investments, instruments and securities in which the Company's assets are invested from time to time |
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"Liberum" |
Liberum Capital Limited |
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"Link Asset Services" |
a trading name of Link Market Services Limited |
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"Listing Rules" |
the Listing Rules made by the FCA pursuant to Part VI of the UK Financial Services and Markets Act 2000, as amended from time to time |
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"London Stock Exchange" |
London Stock Exchange plc |
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"Main Market" |
the London Stock Exchange's regulated market for securities admitted to trading |
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"MBS" |
mortgage-backed securities |
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"Net Asset Value" or "NAV" |
the value of the assets of the Company less its liabilities (including accrued but unpaid fees) determined by the Directors in their absolute discretion in accordance with the accounting principles adopted by the Directors |
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"Net Placing Proceeds" |
the Gross Placing Proceeds less applicable fees and expenses of the Placing Programme |
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"New Ordinary Shares" |
the ordinary shares of no par value in the capital of the Company to be issued pursuant to the Placing Programme |
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"Official List" |
the official list maintained by the FCA pursuant to Part VI of FSMA |
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"Ordinary Shareholders" |
holders of Ordinary Shares from time to time |
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"Ordinary Shares" |
the ordinary shares of no par value in the capital of the Company which, prior to the first Admission to take place pursuant to the Placing Programme, consist of Existing Ordinary Shares and, thereafter, will include the New Ordinary Shares |
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"Placees" |
those investors participating in the Placing Programme |
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"Placing" |
any placing of New Ordinary Shares to one or more investors pursuant to the Placing Programme |
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"Placing Agreement" |
the placing agreement between the Company, the Investment Manager and Liberum in connection with the Placing Programme |
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"Placing Price" |
the price at which the New Ordinary Shares will be issued pursuant to any Placing to Placees |
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"Placing Programme" |
the proposed programme of placings of an aggregate of up to 150 million New Ordinary Shares as will be described in the Prospectus and having a duration of 12 months from the date of publication of the Prospectus |
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"Proposal" |
the item of business to be discussed at the EGM |
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"Prospectus" |
the prospectus to be issued in connection with the Placing Programme expected to be published on or around 21 February 2020 |
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"Proxy Appointment" |
the appointment, by a member entitled to attend and vote at the EGM, of a proxy to attend and vote instead of the member at the EGM, made by one of the means described in paragraph 4 of this announcement |
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"Real Estate Credit Investments" |
real estate credit secured by commercial or residential properties in the United Kingdom and Western Europe |
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"Resolution" |
the resolution to be proposed at the EGM, as contained in the notice of EGM with the Circular |
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"RIS" |
Regulatory Information Service |
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"RMBS" |
residential mortgage-backed securities, being interests in or obligations secured by pools of residential mortgage loans |
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"Sterling" |
the lawful currency of the United Kingdom |
Important notice
The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.
This announcement does not constitute and may not be construed as an offer to sell or issue, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement (including, without limitation, any illustrative modelling information contained herein), or its completeness.
Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.
All investments are subject to risk, including the risk of loss of the principal amount invested. Past performance is not a reliable indicator of future results. 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.
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.
This announcement is only addressed to or directed at persons in the United Kingdom who: (i) have professional experience in matters relating to investments and fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) together being "Relevant Persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with the persons referred to in (i), (ii) and (iii).
Neither this announcement nor any part or copy of it may be taken or transmitted into the United States, Australia, Canada, South Africa or Japan, or distributed, in whole or in part, directly or indirectly, to any US Persons or in or into the United States, Australia, Canada, South Africa, Japan or any other jurisdiction where, or to any other person to whom, to do so would constitute a violation of applicable law. Any failure to comply with this restriction may constitute a violation of applicable law. This announcement does not constitute or form a part of any offer to sell or issue, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or in any other jurisdiction. Persons into whose possession this announcement comes should observe all relevant restrictions.
The Company has not been and will not be registered under the US Investment Company Act and as such investors are not and will not be entitled to the benefits of the US Investment Company Act. The Ordinary Shares have not been and will not be registered under the US Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, taken up, exercised, renounced, delivered, distributed or transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, US Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not result in the Company being required to register as an "investment company" under the US Investment Company Act. In connection with the Placing Programme, subject to certain exceptions, offers and sales of Ordinary Shares will be made only outside the United States in "offshore transactions" to non-US Persons pursuant to Regulation S under the Securities Act. There has been and will be no public offering of the Ordinary Shares in the United States.
Neither the US Securities and Exchange Commission, nor any securities regulatory authority of any state or other jurisdiction of the United States, has approved or disapproved of the securities of the Company or passed upon or endorsed the merits of any offering of such securities.
Prospective investors should take note that any securities 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.
Liberum is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Liberum is acting solely for the Company and no one else in connection with the Placing Programme and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Liberum 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 Liberum 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.
Forward-looking statements
This announcement may contain forward-looking statements regarding the financial condition, results of operations, cash flows, dividends, financing plans, business strategies, operating efficiencies, budgets, capital and other expenditures, competitive positions, growth opportunities, plans and objectives of management and other matters relating to the Company. Statements in this announcement that are not statements of historical facts are hereby identified as forward-looking statements. In some instances, forward-looking looking statements can be identified by the use of forward-looking terminology, including terms such as "projects", "forecasts", "anticipates", "expects", "believes", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology.
By their nature, forward-looking statements involve risk and uncertainty as they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance, and the actual results, performance or achievements of the Company, and development of the markets and the industries in which it operates or is likely to operate, may differ materially from those described in, or suggested by, any forward-looking statements contained in this announcement. In addition, even if actual results, performance, achievements or developments are consistent with any forward-looking statements contained in this announcement in a given period, those results, performance, achievements or developments may not be indicative of results, performance, achievements or developments in subsequent periods. A number of factors could cause results, performance, achievements and developments to differ materially from those expressed or implied by any forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation and currency fluctuations.
Any forward-looking statements in this announcement reflect the Company's current view with respect to future events, speak only as of their date and are subject to change without notice. Save as required by applicable law or regulation, the Company and the other parties named in this announcement expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
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