Placing Update and interim dividend declaration
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE ANNOUNCEMENT), AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF, OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR, SECURITIES IN THE UNITED STATES. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT IS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014.
Pacific Industrial & Logistics REIT plc
(the "Company")
Placing Update and interim dividend declaration
Further to the announcement made on 29 March 2018, the Company is pleased to announce it has received firm expressions of interest of approximately £20 million of ordinary shares of £0.01 each ("Ordinary Shares") in a placing (the "Placing"). The Company has today entered into non-binding heads of terms in respect of the acquisition of two portfolios of assets ("Portfolio 1" and "Portfolio 2", together the "Revised Portfolio") from a single vendor, further details of which are set out below.
Highlights
Acquisitions
§ Portfolio 1 comprises three urban logistics assets with an aggregate acquisition price of £19.5 million, representing a net initial yield of 6.0%
§ Portfolio 2 comprises three urban logistics assets and a plot of land which together have an aggregate acquisition price of £16.5 million, representing a net initial yield of 5.8%
§ Aggregate gross consideration for Portfolios 1 and 2 is c.£38.7 million (including estimated finance costs of c.£0.3 million), representing a blended net initial yield of 5.9%
§ The Company intends to exchange contracts on Portfolio 1 and Portfolio 2 on 10 April 2018 and completion will take place in a two-stage process:
§ Completion on Portfolio 1 is expected on 1 July 2018 and is conditional on completion of the Placing
§ Portfolio 2 is expected to complete on 1 September 2018. Its completion is conditional on the Placing and the Company obtaining the necessary debt finance to fund the acquisition
§ The Revised Portfolio is being acquired at an average capital value of £72 per sq.ft., substantially below the cost of replacement
§ Significant reversionary potential across the Revised Portfolio with average rents of £4.57 per sq.ft. and a weighted average unexpired lease term of 5.7 years
§ Club financing deal expected with Santander as lead agent
Third interim dividend
§ Announcement of third interim dividend of 3.2 pence per Ordinary Share in respect of financial year ended 31 March 2018
§ Total dividends for the year ended 31 March 18 of 6.3 pence per Ordinary Share
Financial effects
§ Based on the completion of the Placing and acquisition of the Revised Portfolio, the Company continues to target a dividend yield and total returns, once fully invested and on a full year basis, in line with investment policy guidance of in excess of 6% and 10% - 15% respectively
The acquisition of the Revised Portfolio is subject to amongst other things, completion of the required equity and debt financing, completion of final due diligence, completion of final negotiation of terms with the vendor, completion of legal documentation and the final approval of the Directors. There can be no guarantee of completion of the acquisition of the Revised Portfolio. All information relating to the Revised Portfolio described in this Announcement is indicative, subject to detailed due diligence and may subsequently change as a result.
Details of the Placing
The Company is proposing to raise gross proceeds of approximately £20 million by way of the Placing which will be conditional upon, inter alia, approval by Shareholders.
The new Ordinary Shares to be issued pursuant to the Placing will not rank for the third interim dividend of 3.2 pence per Ordinary Share which has an ex-dividend date of 19 April 2018 and will be payable to shareholders on the register on 20 April 2018. The Ordinary Shares issued pursuant to the Placing will rank pari passu with the Company's existing Ordinary Share capital in all other respects.
It is expected that details of the Placing including, inter alia, final size, pricing and the expected timetable of principal events will be announced later today.
Trading update
As announced in the Company's trading update on 26 February 2018, the Board reiterates its expectation that year-end earnings and portfolio valuation to 31 March 2018 will be in line with market expectations.
Further to the announcement on the 29 March 2018, the Company's active asset management approach continues to enhance the value of the portfolio. The Company's 10,050 sq.ft. asset at Dunstable has now been re-let, through a simultaneous surrender and re-letting, on a new 10 year lease at a rent of £6.75 per sq.ft. from its previous level of £5.97 per sq.ft. The new rental level represents an increase of 13% and is expected to generate attendant benefits in valuation.
The disposal of 16 Hudson Road has completed ahead of the expected date of 6 April 2018. The proceeds from the sale were £3.2 million, representing a capital profit of approximately £1.2 million on the Company's equity investment of approximately £0.9 million in April 2016. Taken together with the income returns generated during the Company's ownership and the achieved sale price, reflects an achieved IRR on equity invested of 55.8%.
Interim dividend
The Company is today declaring a third interim dividend of 3.2 pence per share (the "Third Interim Dividend"), which brings the total dividends issued in respect of the 2018 financial year to 6.3 pence per share. The dividend is a PID and will have an ex-dividend date of 19 April 2018 and will be paid to shareholders who are on the register at a record date of 20 April 2018.
Any investors participating in the Placing, will not be eligible to receive the Third Interim Dividend payment in respect of any new Ordinary Shares issued to them as part of the Placing.
Borrowing and gearing policy
The Company will seek to use gearing to enhance returns over the long-term and, in addition, will seek to fix its borrowing rates. It is the Directors' current intention to target gearing of not more than 40% and has a club financing agreement in principle with Santander UK as lead agent.
M1 Agency Fees
At the point the Company acquires certain properties in the pipeline portfolio, it will incur, on an arm's length basis, a commercial agency fee from M1 Agency LLP, which is expected to be 1.0% of the purchase price of the acquired portfolio (£360,000). M1 Agency LLP is a partnership in which Richard Moffitt is a designated member. The payment of fees by the Company to M1 Agency LLP will, at the time, be related party transaction for the purposes of the AIM Rules.
The independent Directors, having consulted with Canaccord Genuity, consider the related party transaction is fair and reasonable insofar as the Company's Shareholders are concerned.
For further information contact:
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Pacific Industrial & Logistics REIT plc Richard Moffitt
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+44 (0)20 7591 1600 |
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Montfort - Financial PR and IR adviser Olly Scott
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+44 (0)78 1234 5205 |
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Canaccord Genuity - Nominated Adviser, Joint Financial Adviser and Sole Bookrunner Simon Bridges Charlie Foster Andrew Buchanan
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+44 (0)20 7523 8000
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Radnor Capital Partners - Capital Advisory and Placing Agent Joshua Cryer Ben Gillen
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+44 (0)20 3897 1830 |
IMPORTANT NOTICE
The contents of this Announcement, which have been prepared and issued by, and are the sole responsibility of the Company, have been approved by Pacific Capital Partners Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA").
The information contained in this Announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.
This Announcement is directed only at persons in the United Kingdom who: (i) are professional investors (as defined in the Alternative Investment Fund Managers Directive (2011/61/eu) (the "AIFMD")); (ii) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (iii) are "high net worth companies", unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order; or (iv) it may otherwise be lawful to communicate this announcement to (each a "relevant person").
This Announcement has been issued by, and is the sole responsibility of, the Company. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any member of the Company's group, Pacific Investments Management Limited, Canaccord Genuity Limited ("Canaccord"), Kinmont Limited ("Kinmont") or Radnor Capital Partners Ltd ("Radnor") or any of their respective directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this Announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors, omissions or misstatements, negligence or otherwise in this Announcement.
Canaccord which is a member of the London Stock Exchange, is authorised and regulated in the UK by the Financial Conduct Authority ("FCA") and is acting as nominated adviser, joint financial adviser and sole bookrunner to the Company. Canaccord is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this Announcement or on any transaction or arrangement referred to in this Announcement. Canaccord's responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, any Director or to any other person. No representation or warranty, express or implied, is made by Canaccord as to, and no liability is accepted by Canaccord in respect of, any of the contents of this Announcement.
Kinmont, is authorised and regulated in the UK by the FCA and is acting as joint financial adviser to the Company. Kinmont is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this Announcement or on any transaction or arrangement referred to in this Announcement. No representation or warranty, express or implied, is made by Kinmont as to, and no liability is accepted by Kinmont in respect of, any of the contents of this Announcement.
Radnor, is authorised and regulated in the UK by the FCA and is acting as capital adviser and placing agent to the Company. Radnor is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this Announcement or on any transaction or arrangement referred to in this Announcement. No representation or warranty, express or implied, is made by Radnor as to, and no liability is accepted by Radnor in respect of, any of the contents of this Announcement.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of applicable securities laws and regulations of other jurisdictions.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate'', "believe", "may", "will", "should", "intend", "plan", "assume'', "estimate", "expect' (or the negative thereof) and words of similar meaning, reflect the Directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward looking statement. The information contained in this Announcement speaks only as of the date of this Announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained to this Announcement, whether as a result of new information, future events or otherwise, except to the extent required by the UK Financial Conduct Authority, the London Stock Exchange Plc or by applicable law.
The acquisition of any potential investments by the Company is subject, among other things, to the Company completing satisfactory due diligence, successful negotiation of terms with vendors and the approval of the Directors. There can be no guarantee that any of the potential investments described in this Announcement will be completed. All information relating to the potential investments described in this Announcement are indicative, subject to detailed due diligence and may subsequently change as a result.
Appendix 1 - Terms and Conditions of the Placing
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS IN THE UNITED KINGDOM WHO: (I) ARE PROFESSIONAL INVESTORS (AS DEFINED IN THE ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (2011/61/EU) (THE "AIFMD")); (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (III) ARE "HIGH NET WORTH COMPANIES", UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER; OR (IV) IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE THIS ANNOUNCEMENT TO (EACH A "RELEVANT PERSON").
NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT, WARRANT AND AGREE THAT YOU ARE A RELEVANT PERSON. 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. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, CANADA, NEW ZEALAND OR JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, CANADA, NEW ZEALAND OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN 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 THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES.
EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
The Placing (as defined below) is subject to the AIFMD as implemented by Member States of the European Economic Area ("EEA"). The Placing (as defined below) is directed only at professional investors in the United Kingdom. The Company has not registered a passport for marketing under the passporting programme set out in the AIFMD in any other member state (each an "Ineligible Member State"). This Announcement, including this Appendix (together, the "Announcement"), may not be distributed in any Ineligible Member State and the Placing (as defined below) may not be made or accepted in any Ineligible Member State. The attention of all prospective investors is drawn to disclosures required to be made under the AIFMD which are set out on the Company's website (including as set out in its most recent annual report and accounts).
Persons who are invited to and who choose to participate in the Placing (as defined below), by making an oral or written offer to subscribe for Placing Shares (as defined below), including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given ("Placees"), will be deemed to have read and understood this Announcement, 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:
a) it is a Relevant Person (as defined above) and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and
b) if it is in the UK and/or if it is a financial intermediary (as that term is defined in EU Directive 2003/71/EC) (the "Prospectus Directive"), that any Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in any member state of the EEA in circumstances which may give rise to an offer of securities to the public other than an offer or resale to Professional Investors (as defined above), or in circumstances in which the prior consent of Canaccord Genuity Limited (the "Bookrunner") has been given to each such proposed offer or resale.
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''); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the ''MiFID II Product Governance Requirements''), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ''manufacturer''(for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such 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, any distributors 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.
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.
The Bookrunner may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit.
None of the Bookrunner, Radnor Capital Partners Limited, Kinmont Limited (Radnor Capital Partners Limited and Kinmont Limited together, the "Introducing Agents") nor any of their respective affiliates, agents, directors, officers or employees, make any representation to any Placees regarding an investment in the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
The Bookrunner, the Introducing Agents, Pacific Capital Partners Limited (the "Investment Manager"), Pacific Investments Management Limited and the Company have today entered into a placing agreement (the "Placing Agreement") pursuant to which: (i) the Bookrunner has agreed that it will, as agent for and on behalf of the Company, use its reasonable endeavours to procure Placees for new ordinary shares of £0.01 each in the capital of the Company (the "Placing Shares"); and (ii) the Introducing Agents have each agreed, severally and not jointly nor jointly and severally, that they will use their reasonable endeavours to introduce Placees to the Bookrunner(the "Placing"). None of the Bookrunner nor either Introducing Agent shall be under any obligation to subscribe as principal for any Placing Shares pursuant to the Placing.
The Placing is not being underwritten.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of £0.01 each in the capital of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares by reference to a record date on or after the date of Admission (as defined below). For the avoidance of doubt, the Placing Shares will not be eligible for the Third Interim Dividend.
Applications for admission to trading
An Application will be made to London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on the AIM market of the London Stock Exchange plc ("AIM") ("Admission"). It is expected that Admission will become effective on or around 8.00 a.m. (London time) on 26 April 2018 and that dealings in the Placing Shares will commence at that time.
The Placing
This Appendix gives details of the terms and conditions of, and the mechanics for participation in, the Placing.
The Bookrunner shall be entitled to implement the Placing by such alternative method as it may, in its absolute discretion (following consultation with the Company), determine.
Participation in, and principal terms of, the Placing
1. The Bookrunner is acting as bookrunner and agent of the Company in connection with the Placing. Each of the Introducing Agents are acting as introducing agents of the Company in connection with the Placing.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner and the Introducing Agents and their respective agents and affiliates are entitled, but not obliged, to participate in the Placing as principal.
3. The Bookrunner is arranging the Placing as agent to the Company.
4. Each prospective Placee's allocation will be determined by the Company in consultation with the Bookrunner and will be confirmed orally by the Bookrunner (as agent for the Company) and a trade confirmation will be despatched thereafter. This oral confirmation to a Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Bookrunner and the Company to subscribe for 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 Company's articles of association. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement". 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.
5. Settlement for all Placing Shares to be subscribed pursuant to the Placing will be required to be made on the basis explained below under "Registration and settlement".
6. Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner 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.
7. Canaccord Genuity Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the FCA) and is acting as sole bookrunner, nominated adviser and broker to the Company in respect of the Placing. Radnor Capital Partners Limited and Kinmont Limited are each authorised and regulated in the United Kingdom by the FCA and are acting as introducing agents to the Company in respect of the Placing. Each of Canaccord Genuity Limited, Radnor Capital Partners Limited and Kinmont Limited is acting for the Company and for no-one else in connection with the Placing, and will not be treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protections afforded to its customers nor for providing advice in connection with the Placing or any other matters referred to herein and apart from the responsibilities and liabilities (if any) imposed on Canaccord Genuity Limited, Radnor Capital Partners Limited or Kinmont Limited, as the case may be, by FSMA, any liability therefor is expressly disclaimed. To the fullest extent permissible by law, neither of the Bookrunner, the Introducing Agents nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Bookrunner, the Introducing Agents nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Bookrunner under the Placing Agreement are conditional, inter alia, on:
a) the passing of the resolutions to be set out in a notice convening a general meeting of the Shareholders of the Company for on or around 25 April 2018 (or such later date as agreed between the Company and the Bookrunner) to allot the Placing Shares for cash on a non-pre-emptive basis without any amendment not previously approved by the Bookrunner;
b) none of the warranties or undertakings of the Company or the Investment Manager contained in the Placing Agreement being or having become at any time before Admission untrue, inaccurate or misleading and no fact or circumstance having arisen which would constitute a breach of any warranty or undertaking given under the Placing Agreement;
c) the Company and the Investment Manager complying with all their respective obligations under the Placing Agreement to the extent the same fall to be performed on or prior to Admission;
d) the Company allotting, subject only to Admission, the Placing Shares to the Placees in accordance with the Placing Agreement; and
e) Admission taking place by not later than 8.00 a.m. (London time) on 26 April 2018 (or such later time and/or date, being not later than 5.00 p.m. (London time) on 31 May 2018, as the Bookrunner and the Company may agree).
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by the Bookrunner) or have become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as the Bookrunner may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' 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. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither the Bookrunner nor any of its affiliates, agents, directors, officers or employees 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 the 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 Bookrunner.
Right to terminate under the Placing Agreement
At any time before Admission, the Bookrunner is entitled to terminate the Placing Agreement by giving notice in writing to the Company if, amongst other things: (i) the Company and/or the Investment Manager is in breach of any of their warranties and/or undertakings given under the Placing Agreement and/or the Company and/or the Investment Manager is in breach of any other provision of the Placing Agreement, in either such case which the Bookrunner in good faith considers to be material in the context of the Placing or Admission; (ii) there has been, occurred, happened or come into effect any event or omission which materially (in the opinion of Bookrunner) and adversely affects the financial position and/or prospects of the Company and its group, or which, in the opinion of Bookrunner, is or will be or may be prejudicial in a material respect to the Company or to the Placing or Admission or to the Investment Manager; or (iii) the Company and/or the Investment Manager has failed to comply with its obligations under any applicable law.
By participating in the Placing, Placees agree that the exercise by the Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within its absolute discretion and that it does not need to make any reference to Placees and that the Bookrunner shall not have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No Prospectus or offering document
No prospectus or offering document has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing or the Placing Shares and no such prospectus or offering document is required (in accordance with the Prospectus Directive) to be published and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a RIS by or on behalf of the Company on or prior to the date of this Announcement ("Publicly Available Information") and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
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 neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, the Investment Manager, the Bookrunner, the Introducing Agents or any other person and none of the Company, the Investment Manager, the Bookrunner, the Introducing Agents or any of their respective affiliates 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. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BYV8MN78) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Bookrunner and the Company reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the placing price and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Bookrunner.
It is expected that settlement will be on 26 April 2018 on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunner (as agent for the Company) may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the account and benefit of the Bookrunner, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties thereon) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation 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. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties and further terms
By agreeing to acquire Placing Shares in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each of the Bookrunner (in its capacity as a bookrunner and agent of the Company), the Introducing
Agents (in their capacity as agents to the Company) and the Company, in each case as a fundamental term of its application for Placing Shares, that:
a) it has read and understood this Announcement (including this Appendix) in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
b) no offering document or prospectus has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;
c) the Placing does not constitute a recommendation or financial product advice and the Bookrunner has had regard to its particular objectives, financial situation and needs;
d) it is not outside of the United Kingdom nor ordinarily resident or incorporated outside of the United Kingdom;
e) it has neither received nor relied on any "inside information" as defined in the EU Market Abuse Regulation (596/2014) ("MAR") concerning the Company in accepting this invitation to participate in the Placing;
f) it has the power and authority to carry on the activities in which it is engaged, to subscribe and/or acquire Placing Shares and to execute and deliver all documents necessary for such acquisition;
g) none of the Company, the Bookrunner, the Introducing Agents or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and none of them will provide, it with any material regarding the Placing Shares or the Company or any other person other than this Announcement (including this Appendix), the presentation prepared by the Company in connection with the issue and, if it is already a shareholder in the Company, the circular provided to the Company's existing shareholders in connection with the placing and nor has it requested either of the Bookrunner, the Company, the Introducing Agents or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
h) the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Publicly Available 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 any of the Bookrunner, the Introducing Agents or the Company and none of the Bookrunner, the Introducing Agents or the Company 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;
i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information;
j) it has (i) made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and Publicly Available Information; and (ii) it has conducted its own investigation of the Company, the Placing and the Placing Shares, has satisfied itself that the information is still current and has relied on that investigation for the purposes of its decision to participate in the Placing (such information, together with the information contained in the Announcement (including this Appendix), the "Information");
k) none of the Company, the Bookrunner, the Introducing Agents or any of their respective affiliates has made any representations to it, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the Information, and each of them expressly disclaims any liability in respect thereof;
l) it will not hold the Bookrunner or any of its respective affiliates responsible for any misstatements in or omissions from any Information. Nothing in this paragraph or otherwise in this Announcement (including this Appendix) excludes the liability of any person for fraudulent misrepresentation made by that person;
m) it and each account it represents is not, and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a citizen, resident or national of Australia, the Republic of South Africa, Canada, Japan, New Zealand or any jurisdiction in which it would be unlawful to make or accept an offer of the Placing Shares and acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Australia, the Republic of South Africa, Canada, Japan or New Zealand and, subject to certain exceptions, may not be offered, sold, transferred, taken up, renounced, distributed or delivered, directly or indirectly, within or into those jurisdictions;
n) it and each account it represents is: (A) not within the United States and will not be within the United States at the time that any buy order for Placing Shares is originated by it; (B) acquiring the Placing Shares in an "offshore transaction" as defined in Regulation S under the Securities Act; and (C) not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" (within the meaning of Regulation S under the Securities Act);
o) it understands, and each account it represents has been advised that: (i) the Placing Shares have not been and will not be registered under the Securities Act or with any regulatory authority of any other state or other jurisdiction of the United States; (ii) the Placing Shares are being offered and sold only: (a) outside of the United States in accordance with Rule 903 of Regulation S under the Securities Act; or (b) in an "offshore transaction" within the meaning of and pursuant to Regulation S under the Securities Act; and (iii) no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;
p) it will not distribute, forward, transfer or otherwise transmit this Announcement or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States, Australia, the Republic of South Africa, Canada, Japan or New Zealand;
q) it will not offer or sell any Placing Shares to any person in any jurisdiction in which it would be unlawful to make or accept an offer of the Placing Shares;
r) it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this Announcement and, if given or made, any information or representation must not be relied upon as having been authorised by the Company or the Bookrunner;
s) the content of this Announcement is exclusively the responsibility of the Company and that none of the Bookrunner, the Introducing Agents or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any of the 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 or otherwise;
t) neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act of 1986 (depositary receipts and clearance services);
u) if in the United Kingdom, it has complied with its obligations under MAR and, in connection with money laundering and terrorist financing, under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the "Regulations") and, if making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
v) due to anti-money laundering and the countering of terrorist financing requirements, the Company or the Bookrunner may require proof of identity of the Placee and its related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Placee to produce any information acquired for verification purposes, the Company and the Bookrunner may refuse to accept the application and the subscription monies relating thereto and the Placee holds harmless and will indemnify the Company and the Bookrunner and their respective affiliates against any liability, loss or cost ensuing due to the failure to process the application, if such information as has been required was not provided by it or has not been provided on a timely basis;
w) it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Bookrunner and/or the Introducing Agents for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
x) if a financial intermediary (as that term is used in Article 3(2) of the Prospectus Directive) that the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the EEA other than Professional Investors, or in circumstances in which the prior consent of the Bookrunner has been given to the proposed offer or resale;
y) it and any person acting on its behalf falls within Article 19(5) and/or 49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
z) it has not offered or sold and will not offer or sell any Placing Shares in any member state of the EEA other than the United Kingdom;
aa) 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 FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
bb) if the Placing does not proceed or the conditions to the Placing Agreement are not satisfied, or the Placing Agreement is terminated prior to Initial Admission for any reason whatsoever, or the Placing Shares for which valid applications are received and accepted are not admitted to trading on AIM for any reason whatsoever, then none of the Company, the Bookrunner nor the Introducing Agents nor any of their respective affiliates, nor persons controlling, controlled by or under common control with any of them, nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to any of the Placees or any other person;
cc) it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
dd) to the fullest extent permitted by law, the Placee acknowledges and agrees to the disclaimers contained in this announcement and acknowledges and agrees to comply with the selling restrictions set out in this announcement;
ee) if in a member state of the EEA, it is a "professional investor" within the meaning of the AIFMD and, additionally, if in the United Kingdom, it is a person: (i) having professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order; (ii) who is a high net worth entity falling within Article 49 of the Order; or (iii) to whom this Announcement may otherwise lawfully be communicated;
ff) no action has been or will be taken by either the Company, the Bookrunner or the Introducing Agents or any person acting on behalf of the Company or any of the Bookrunner or the Introducing Agents 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;
gg) it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it, and any person acting on its behalf, has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in any of the Bookrunner, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
hh) it irrevocably appoints any director of the Company or any director of the Bookrunner to be its agent and on its behalf (without any obligation or duty to do so) to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Ordinary Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;
ii) it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;
jj) the Company, the Bookrunner and each Introducing Agent (and any agent acting on their behalf) are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to it (or any person on whose behalf the Placee is acting);
kk) it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of 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 persons or sold as the Bookrunner may in its absolute discretion determine and without liability to such Placee;
ll) as far as it is aware, save as otherwise disclosed in writing to the Bookrunner, it is not acting in concert (within the meaning given in the Takeover Code) with any other person in relation to the Company;
mm) its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bookrunner or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
nn) 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. None of the Company, the Bookrunner or the Introducing Agents will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, the Bookrunner and the Introducing Agents and their respective affiliates, agents, directors, officers and employees in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of the Bookrunner (or either of them) who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
oo) that none of the Bookrunner, the Introducing Agents nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them, are making any recommendations to it or, 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 a client of the Bookrunner or the Introducing Agents and neither the Bookrunner nor the Introducing Agents have any 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 Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
pp) in making any decision to subscribe for the Placing Shares, it 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 confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing. It further confirms that it relied on 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, and not upon any view expressed or information provided by or on behalf of any of the Bookrunner or the Introducing Agents;
qq) in connection with the Placing, the Bookrunner and any of its affiliates acting as an investor for its own account may take up Placing Shares in the Company and in that capacity may subscribe for, retain, purchase or sell for its own account such Ordinary Shares and any other securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. The Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
rr) 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 agreements shall be governed by and construed in accordance with the laws of England and Wales 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 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 Bookrunner 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;
ss) the Company, the Bookrunner, each of the Introducing Agents and their respective affiliates and others will rely upon the truth and accuracy of acknowledgements, representations, warranties and agreements set forth herein and which are given to each of the Bookrunner and the Introducing Agents on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and the Bookrunner to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein. It agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its subscribing for and/or acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company and the Bookrunner;
tt) the Placee has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner may, in its absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
uu) it will indemnify on an after-tax basis and hold the Company, the Bookrunner and each of the Introducing Agents 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 and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
vv) where it or any person acting on behalf of it is dealing with the Bookrunner, any money held in an account with the 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 FSMA and the money will not be subject to the protections conferred by the client money rules and as a consequence, such money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be used by the Bookrunner in the course of its own business and the Placee will rank only as a general creditor of the Bookrunner;
ww) it will (or will procure that its nominee will), if applicable, make notification to the Company of the interest in its Placing Shares in accordance with Rule 5 of the Disclosure Guidance Transparency Rules issued by the FCA and made under Part VII of FSMA as they apply to the Company;
xx) none of the Company, the Bookrunner or any of the Introducing Agents owes any fiduciary or other duties to any Placee in respect of any acknowledgements, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement;
yy) any of its clients, whether or not identified to the Bookrunner, the Introducing Agents or any of their respective affiliates or agents, will remain its sole responsibility and will not become clients of the Bookrunner, the Introducing Agents or any of their respective affiliates or agents for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;
zz) its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
aaa) it confirms that it is not, and at Admission will not be, an Affiliate of the Company or a person acting on behalf of such Affiliate, and it is not acquiring Shares for the account or benefit of an Affiliate of the Company or of a person acting on behalf of such an Affiliate;
bbb) having had the opportunity to read this document, it shall be deemed to have had notice of all information, undertakings, representations and warranties contained in this document that it is acquiring Ordinary Shares solely on the basis of this document and no other information;
ccc) its name and its participation in the Placing may be disclosed, if required by law or any applicable rules or regulations or in such other circumstances as the Bookrunner may consider appropriate;
ddd) it accepts that the allocation of Placing Shares shall be determined by the Bookrunner (in its absolute discretion) in consultation with the Company and that the Company and the Bookrunner may scale down any applications for this purpose on such basis as they may determine;
eee) time is of the essence as regards its obligations under this Appendix;
fff) 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 Bookrunner;
ggg) the Placing Shares will be issued subject to the terms and conditions of this Appendix; and
hhh) its commitment to take up Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company or the Bookrunner's conduct of the Placing.
If the Company, the Investment Manager, the Bookrunner, the Introducing Agents or any of their agents request any information in connection with a Placee's agreement to subscribe for Placing Shares under the Placing or to comply with any relevant legislation, such Placee must promptly disclose it to them.
Pursuant to the Data Protection Act 1998 (the ''DP Act'') the Company and/or the Company's registrar, Computershare Investor Services PLC (the Registrar), may hold personal data (as defined in the DP Act) relating to past and present Shareholders.
Personal data held by the Registrar may be used to process basic changes to shareholder records, process bank account information for processing dividend payments, and to carry out other ancillary processing functions in order to ensure that the Registrar is able to discharge its obligations; and may be disclosed to any person with legal, administrative or regulatory power over the Registrar in respect of its services, the Registrar's affiliates, including such affiliates which are outside of the EEA in countries which do not have similar protections in place regarding the information and its use (provided that the Registrar shall ensure that any Affiliates outside the EEA to whom personal data is disclosed have put in place proper security measures to ensure at least the same level of protection of the personal data as is required under the DP Act) and to any third parties who are involved in carrying out functions related to the services.
By becoming registered as a holder of Shares, a person becomes a data subject (as defined in the DP Act) and is deemed to have consented to the processing by the Company or the Registrar of any personal data relating to them in the manner described above.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which none of the Company or the Bookrunner or any of the Introducing Agents will be responsible and the Placees shall indemnify the Company, the Bookrunner and the Introducing Agents on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Bookrunner accordingly.
Neither the Company, the Bookrunner nor any of the Introducing Agents are liable to bear any capital duty, 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 in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, the Bookrunner and each Introducing Agent and their respective affiliates, agents, directors, officers and employees from any and all such stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including interest, fines or penalties relating thereto).
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Bookrunner or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
All times and dates in this Announcement may be subject to amendment by the Bookrunner (in its absolute discretion). The Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any payment made to the Company, the Bookrunner or its respective affiliates, agents, directors, officers and employees pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.
This information is provided by RNS
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