Proposed institutional and retail fundraising
THIS ANNOUNCEMENT, INCLUDING APPENDIX 1 AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR").
Urban Logistics REIT plc
("Urban Logistics" or the "Company")
Proposed Placing of c. £100 million and Retail Open Offer and Institutional Offer (comprising an Institutional Open Offer and Offer for Subscription) to raise up to c. £30 million
Further to the announcement on 1 September 2020 and positive engagement with existing and new investors, Urban Logistics, the specialist UK Logistics REIT, announces a proposed Placing to raise c. £100 million and a Retail Open Offer and Institutional Offer to raise up to c.£30 million, each at a price of 139 pence per New Ordinary Share (the "Issue" and the "Issue Price").
The Company intends to use the net proceeds of the Issue to acquire an identified pipeline of high-quality logistics properties that meet the Company's investment objectives and investing policy identified by Pacific Capital Partners Limited, the Company's investment manager .
The Placing will be conducted by way of a bookbuilding process which will be launched immediately following this Announcement.
Issue Highlights
· Placing of c. £100 million in Placing Shares at 139 pence with new and existing investors(1)
· Shortly following the announcement of the results of the Placing, which is expected to close at 1.00 p.m. on 25 September 2020, the Company will launch:
o a Retail Open Offer to raise up to a further c.£0.6 million in aggregate; and
o an Institutional Offer (comprising the Institutional Open Offer and Offer for Subscription) to raise up to a further c.£29.0 million in aggregate(2),(3).
· The Issue Price of 139 pence per New Ordinary Share represents:
· a discount of 5.4 % to the closing mid-market price on 18 September 2020; and
· a 2.1 % premium to the adjusted EPRA NAV per share of 136.1 pence as at 31 March 2020(4). The adjusted EPRA NAV per share represents the audited EPRA NAV of 137.9 pence per share as at 31 March 2020 adjusted for the following:
o 1.79 pence per share in respect of the dividend of 3.85 pence per share which was declared prior to the March 2020 capital raise and paid in April 2020 in respect of the shares in issue prior to that capital raise
o the proposed Special Dividend of 3.25 pence per share
o 3.25 pence per share of unaudited, estimated EPRA earnings per share accrued during the period to 30 September 2020
· The net proceeds of the Issue are intended to be used to acquire certain of the pipeline assets sourced by the Manager. The pipeline comprises a total of 59 buildings, with, as a whole, a weighted average unexpired lease term of approximately 6.7 years and a weighted average net initial yield of approximately 6.4%.
· The Company expects the net proceeds of the Issue to be substantially invested within three months of Admission.
· The Issue is expected to be earnings accretive from the first full year after the Issue.
· The Board anticipates that an increase in the size of the Company should further improve liquidity and enhance the marketability of the Ordinary Shares, further broadening its investor base over the longer term.
· The Issue is conditional, inter alia, upon the approval of the Issue by Shareholders at a general meeting of the Company which is expected to be convened for 10.00 a.m. on 15 October 2020.
(1) The Directors reserve the right, in conjunction with the Joint Bookrunners and the Manager to increase the size of the Placing to a maximum of 143,884,893 Placing Shares if overall demand exceeds 71,942,447 Placing Shares.
(2) The maximum aggregate amount to be raised under the Retail Open Offer shall be less than a Sterling equivalent amount of c.€0.7 million which, when aggregated with £6.1 million raised by the Company pursuant to an open offer and offer for subscription completed in March 2020, shall be less than the Sterling equivalent amount of €8 million. Accordingly, the Retail Open Offer does not constitute an offer to the public requiring the publication of an approved prospectus under section 85 of FSMA.
(3) Any Ordinary Shares acquired by investors under the Institutional Offer (comprising the Institutional Open Offer and the Offer for Subscription) will be subject to a minimum subscription amount of the Sterling equivalent of €100,000. Accordingly, the Institutional Offer does not constitute an offer to the public requiring the publication of an approved prospectus under section 85 of FSMA.
(4) Unaudited.
Special Dividend
The Company intends to declare, at the time it announces the results of the Placing, a special dividend of 3.25 pence per share in respect of the six months ending 30 September 2020 (the "Special Dividend"), and in lieu of what would otherwise have been the half year interim dividend.
Any investors participating in the Issue will not be eligible to receive the Special Dividend payment in respect of any New Ordinary Shares issued to them as part of the Issue.
The Company currently intends that the next dividend would be declared at the time of the release of its final results for the year ending 31 March 2021 which investors participating in the Issue would be eligible to receive in respect of any New Ordinary Shares issued to them.
Nigel Rich CBE, Independent Non-Executive Chairman, said:
"We are focussed on building a high-quality logistics portfolio. Shareholders benefit from robust income generation and a total return that exploits the opportunities created by the ongoing shift towards e-commerce, which has become even more in focus during the pandemic. Our strong performance reflects careful asset selection and proactive asset management. Having proven our model and with continued strong performance, we believe we have an opportunity to keep growing our portfolio of properties with the support of existing and new shareholders."
Richard Moffitt, Director and CEO, commented
"E-commerce accounts for an ever increasing proportion of UK total retail sales and we have all experienced over recent months the importance of supply chain resilience. Our focus is on mid-box logistics assets at the end of evolving logistics chains. These remain in short supply and offer excellent opportunities for investors seeking exposure to this high-growth sub-sector of the real estate market. We are in negotiations on an exciting pipeline of logistics properties that fit this profile, enabling the rapid deployment of funds raised pursuant to the Issue into accretive high-quality income-generating assets. With greater scale, we are confident that we can continue to grow the Company and deliver attractive shareholder returns."
Background to and reasons for the Issue
Background to the Company
The Company's shares were admitted to AIM just over 4 years ago with the objective of generating attractive dividends and capital returns for Shareholders by investing in logistics properties that enable businesses to operate essential modern distribution networks capable of responding to the challenges created by e-commerce and evolving infrastructure demands.
Its investment strategy focuses on strategically located smaller single let, or 'mid-box', urban logistics properties servicing high-quality tenants. Investment returns are generated by an experienced management team focusing on quality stock selection and active asset management.
Since its IPO in April 2016, the Company has raised approximately £232 million of equity capital, that together with debt finance and realisation proceeds, has been used to acquire 71 logistics properties at a 6.7% weighted average Net Initial Yield. As at 21 September 2020, the portfolio is well-diversified and consists of 64 high-quality urban logistics properties including 5 development sites.
Over the period from IPO to 31 March 2020:
· EPRA NAV per share increased by 37.9%, representing an average increase of 8.6% per annum;
· the Company declared dividends totalling 27.15p per share; and
· the Company achieved a cumulative total accounting return of 61.2%, equivalent to 13.4% per annum.
Source: Pacific Capital Partners Limited
In March 2020 the Company completed a £136 million equity raise and subsequently arranged a £151 million debt facility (at a reduced all in cost of c.2.66%) replacing the £76 million facility previously in place. Since March 2020, Urban Logistics has completed nine acquisitions for a total consideration of £145.7 million (6.0% weighted NIY) and a further c.£28.7 million is currently being applied to Board approved transactions that are expected to be completed shortly. The Company has therefore invested or committed to invest all of its funds currently available for acquisition.
Information on the Pipeline(5)
The Manager has identified a substantial pipeline of high-quality logistics properties which meet the Company's investment policy and objectives. As at 21 September 2020, the total pipeline is approximately £389 million.
The Manager believes that the acquisition of properties in the pipeline will be accretive to shareholder returns and will further diversify the Company's income, in addition to continuing to strengthen the portfolio's quality, size and prospects for further growth.
The pipeline assets referred to are subject to ongoing negotiation and due diligence by the Manager and no contractually binding obligations have been entered into for their purchase.
(5) 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 of the Company. There can be no guarantee that the acquisition of any of the potential investments will be completed. All information relating to the potential investments are indicative, subject to detailed due diligence and may subsequently change as a result.
Rationale for the Issue
The Directors believe that the Issue will benefit the Company by:
· enabling the acquisition of assets in the Company's pipeline to grow income and create value for shareholders through active asset management;
· enhancing earnings in the first full financial year following the Issue;
· increasing the portfolio's geographic and tenant diversity, thereby improving income diversity;
· spreading operating costs over a larger capital base, reducing ongoing charges ratios; and
· improving liquidity and enhancing the marketability of the Ordinary Shares, resulting in a broader investor base over the longer term.
Market overview, trading update and pipeline
Market Overview
Investor activity in the logistics sub-sector of the UK real estate market remains robust. Take up for the 6 months to 30 June 2020 stood at 19.1 million square feet, driven by a strong second quarter which was higher than any quarter previously recorded.
Regionally, the East Midlands and North East saw the strongest take-up in H1 2020, accounting for 68.8% of total take-up. The Company is well represented in these areas.
In terms of occupier interest, the distribution and online sectors accounted for 57% of take-up, which is a trend that has continued for several years now but has been particularly affected by Covid-19.
Structural changes intensified by the ongoing pandemic, in particular growth in e-commerce and the continuing development of modern technology, are driving demand for logistics warehousing as well as a supply chain requirement to modernise and fulfil orders to urban areas nationally. The Company believes that current supply cannot meet the changing patterns of consumer demand and has therefore constructed a portfolio to benefit from this secular growth.
Against this background, the 20,000 sq. ft. to 200,000 sq. ft. 'mid-box' logistics market remains compelling due to occupier demand causing availability to fall and rents to rise. There also continues to be a beneficial effect with large "super sheds" of over 300,000 sq. ft. acting as national or regional distribution centres and smaller urban logistics buildings providing the "last mile", or "last touch", distribution to modern supply chain infrastructure. Vacancy rates across the mid-box market remain low and are around 7% at the current time, down from 11% in 2011.
The Company's investment proposition is particularly focused on last mile warehousing and parcel depots. These facilities principally operate business-to-business delivery of domestic goods, such as food or pharmaceuticals. The UK continues to be one of the fastest growing adopters of online retail sales and there is a requirement for tenants to develop their e-fulfilment capability accordingly. As such, key geographic regions across the UK are seeing buoyant leasing activity.
The Company's focus will be to continue acquiring assets and implementing asset management initiatives with a focus on rental growth in light of the current market dynamic of diminishing supply and increasing occupier demand.
Trading update
Since the last equity issuance in March, the Company has acquired £145.7 million of logistics assets across the UK, consisting of two portfolios (14 properties at a total £79.1 million) five single let properties (£41.2 million) and two development sites (£25.4 million). Aside from the development sites these properties are 100% occupied and 34% of the assets are located in the Midlands and South East.
In addition to the acquisitions above, the Company currently has seven ongoing rent reviews across the portfolio. The Company otherwise continues its active asset management programme, with lease extension discussions across 11 sites, and is currently engaged in capital expenditure on its development sites.
Details of the Issue
The Issue Price represents a discount of approximately 5.4% to the closing mid-market price of 147 pence per Ordinary Share on 18 September 2020 (being the last practical date prior to the announcement of the Placing) and represents a 2.1 % premium to the adjusted EPRA NAV per share of 136.1 pence as at 31 March 2020(6)). The adjusted EPRA NAV per share represents the audited EPRA NAV of 137.9 pence per share as at 31 March 2020 adjusted for the following:
· 1.79 pence per share in respect of the dividend of 3.85 pence per share which was declared prior to the March 2020 capital raise and paid in April 2020 in respect of the shares in issue prior to that capital raise
· the proposed Special Dividend of 3.25 pence per share
· 3.25 pence per share of unaudited, estimated EPRA earnings per share accrued during the period to 30 September 2020
(6) Unaudited.
The Issue is conditional, inter alia, upon the approval of the Issue by Shareholders at a general meeting of the Company which is expected to be convened for 10.00 a.m. on 15 October 2020 at 124 Sloane St, London SW1X 9BW and upon Admission of the New Ordinary Shares to trading on AIM. It is expected that Admission of the New Ordinary Shares will occur on or around 8.00 a.m. on 19 October 2020.
The New Ordinary Shares issued pursuant to the Issue will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue. For the avoidance of doubt, the New Ordinary Shares issued pursuant to the Issue will not be eligible to receive the Special Dividend.
The Placing
The Company is seeking to raise c. £100 million through the placing of New Ordinary Shares with new and existing investors at the Issue Price (the "Placing Shares"). N+1 Singer and Panmure Gordon, as placing agents of the Company, will use their reasonable endeavours to place the Placing Shares with institutional investors at the Issue Price. The Directors reserve the right, in conjunction with the Joint Bookrunners and the Manager to increase the size of the Placing to a maximum of c. £200 million.
The Placing will be conducted by way of a bookbuilding process which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix 1 below, and is expected to close at 1.00 p.m. on 25 September 2020. The Joint Bookrunners, in consultation with the Company, reserve the right to close the bookbuilding process earlier or later at their discretion.
Details of the number of Placing Shares and the approximate gross proceeds of the Placing will be announced as soon as practicable after the closing of the Placing.
The Placing is not being underwritten and the Placing Shares are not subject to clawback under, or conditional upon, the Retail Open Offer or the Institutional Offer.
The Retail Open Offer
The Directors recognise the importance of pre-emption rights to Shareholders and, consequently, shortly following announcing the results of the Placing, will invite Qualifying Shareholders to participate in the proposed issue of New Ordinary Shares by way of the Retail Open Offer. The Retail Open Offer will provide Qualifying Shareholders with an opportunity to participate in the Issue by subscribing for Retail Open Offer Shares on a pro rata basis (the "Retail Open Offer Basic Entitlements").
Qualifying Shareholders will also be given the opportunity, provided that they take up their Retail Open Offer Basic Entitlements in full, to apply for further Retail Open Offer Shares through the Retail Open Offer Excess Application Facility.
The Retail Open Offer will be structured so that the maximum amount that can be raised by the Company under the Retail Open Offer shall not exceed the Sterling equivalent of c.€0.7 million. This limit allows existing Shareholders to participate in the fundraise, whilst taking into account the c.£6.1 million funds raised by way of an open offer and offer for subscription completed in March 2020 ("March 2020 Offer") to ensure that the maximum aggregate limit of the Retail Open Offer and the March 2020 Offer does not exceed the €8 million (or an equivalent amount in Sterling) limit whereby the Company would be required to produce an approved prospectus pursuant to section 85 of FSMA. The issue of a prospectus would considerably increase the costs of the fundraising and it would take much longer to complete, as any such prospectus would require the prior approval of the FCA.
Further details of the Retail Open Offer and the terms and conditions on which the Retail Open Offer is being made, including the procedure for application and payment, will be set out in the Circular which is expected to be published on or around 28 September 2020 following announcement of the result of the Placing .
The Institutional Offer
The Institutional Offer (comprising the Institutional Open Offer and the Offer for Subscription) will be made in accordance with an available exemption against the requirement to produce an FCA approved prospectus under Article 1(4)(d) of the Prospectus Regulation. In accordance with Article 1(4)(d) of the Prospectus Regulation, any Ordinary Shares acquired by investors under the Institutional Offer will be subject to a minimum subscription amount of the Sterling equivalent of €100,000. Such limit has been set to ensure that the Company would not be required to produce an approved prospectus pursuant to section 85 of FSMA.
The Institutional Open Offer
The Directors will also be inviting Qualifying Shareholders to participate in the proposed issue of New Ordinary Shares by way of the Institutional Open Offer. The Institutional Open Offer will provide Qualifying Shareholders with an opportunity to participate in the Issue by subscribing for their Institutional Open Offer Basic Entitlements and Institutional Open Offer Excess Entitlements.
Qualifying Shareholders will be given the opportunity to subscribe for the Sterling equivalent of €100,000 worth of Institutional Open Offer Shares under the Institutional Open Offer at the Issue Price, payable in full on application and free of all expenses (the "Institutional Open Offer Basic Entitlements").
Qualifying Shareholders will also be given the opportunity, provided that they take up their Institutional Open Offer Basic Entitlements in full, to apply for more than the Sterling equivalent of €100,000 worth of Institutional Open Offer Shares through the Institutional Open Offer Excess Application Facility.
Any Qualifying Shareholders wishing to subscribe for the Sterling equivalent of €100,000 worth of New Ordinary Shares or more are encouraged to make an application under the Institutional Offer and not the Retail Open Offer as this will increase the ability of smaller Qualifying Shareholders participating in the Issue.
Further details of the Institutional Open Offer and the terms and conditions on which the Institutional Open Offer is being made, including the procedure for application and payment, will be set out in the Circular which is expected to be published on or around 28 September 2020 following announcement of the result of the Placing .
The Offer for Subscription
The Company has agreed, in conjunction with the Institutional Open Offer, to make an offer of New Ordinary Shares in the United Kingdom pursuant to the Offer for Subscription at the Issue Price, subject to the terms and conditions under the Offer for Subscription. Any Ordinary Shares acquired by investors under the Offer for Subscription will be subject to a minimum subscription amount of the Sterling equivalent of €100,000.
Further information on the Offer for Subscription and the terms and conditions of the Offer for Subscription, including the procedure for application and payment, will be set out in the Circular. For the avoidance of doubt, UK based discretionary fund managers will be able to participate in the Offer for Subscription.
Basis of allocation under the Issue
The Placing Shares are not subject to clawback and are not part of the Retail Open Offer or the Institutional Offer. The Retail Open Offer is being made on a pre-emptive basis to Qualifying Shareholders. Any Ordinary Shares available under the Retail Open Offer that are not taken up by subscriptions by Qualifying Shareholders under their Retail Open Offer Basic Entitlements will be available under the Retail Open Offer Excess Application Facility. Any Ordinary Shares available under the Institutional Open Offer that are not taken up by subscriptions by Qualifying Shareholders under their Institutional Open Offer Basic Entitlements will be available under the Institutional Open Offer Excess Application Facility and the Offer for Subscription.
The Company also reserves the right to decline in whole or in part any application for New Ordinary Shares pursuant to the Retail Open Offer and/or the Institutional Offer.
Other information relating to the Issue
The placing of the Placing Shares and the issue of the Retail Open Offer Shares, the Institutional Open Offer Shares and the Subscription Shares are conditional, inter alia, upon:
· the approval of Resolutions 1 and 2 at the General Meeting of the Company expected to be held at 10.00 a.m. on 15 October 2020;
· the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms; and
· Admission of the Placing Shares, the Retail Open Offer Shares, the Institutional Open Offer Shares and the Subscription Shares to trading on AIM. It is expected that Admission of the New Ordinary Shares will occur on 19 October 2020.
Participation in the Issue by the Directors
The following Directors intend to subscribe for New Ordinary Shares pursuant to the Issue as outlined below.
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Director |
No. of New Ordinary |
Resulting holding |
% of Enlarged |
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Nigel Rich |
30,000 |
365,536 |
0.14% |
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Heather Hancock |
14,388 |
14,388 |
0.01% |
*Assuming 71,942,447 New Ordinary Shares are issued pursuant to the Issue.
Related party transactions
At the point the Company acquires certain properties in the pipeline, it may incur, on an arm's length basis, certain commercial agency fees from M1 Agency LLP. M1 Agency LLP is a partnership in which Richard Moffitt is a member. The payment of fees by the Company to M1 Agency LLP may, at the time, be a related party transaction for the purposes of the AIM Rules.
Other Company matters
The Directors continue to consider the benefits of a Main Market listing on the London Stock Exchange.
Circular
The Circular, providing further details of the Issue and Admission and convening the General Meeting at which the Directors are seeking authority to, inter alia, disapply pre-emption rights in respect of the Issue is expected to be posted to Shareholders on 28 September 2020 following announcement of the results of the Placing.
The Circular will be made available on the Company's website https://www.urbanlogisticsreit.com/.
Expected timetable of principal events
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Latest time and date for commitments under the Placing |
1.00 p.m. on 25 September 2020
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Announcement of results of the Placing |
25 September 2020
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Publication of the Circular including the dispatch of the Form of
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on or around 28 September 2020 |
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General Meeting |
10.00 a.m. on or around 15 October 2020
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Admission and dealings in the New Ordinary Shares commence |
8.00 a.m. on or around 19 October 2020 |
Each of the times and dates above refer to London time and are subject to change by the Company. Any such change will be notified to shareholders by an announcement on a Regulatory Information Service. The Circular will contain further details of the expected timetable for the Placing, Retail Open Offers, Institutional Open Offer and Offer for Subscription and the General Meeting.
Enquiries
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Urban Logistics REIT plc
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+44 (0)20 7591 1600 |
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Montfort Communications
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+44 (0)78 1234 5205 |
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N+1 Singer - Nominated Adviser and Joint Bookrunner James Maxwell / James Moat (Corporate Finance) Alan Geeves / James Waterlow / Sam Greatrex (Sales)
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+44 (0)20 7496 3000 |
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Panmure Gordon (UK) Limited - Joint Bookrunner Chloe Ponsonby (Corporate Broking) Emma Earl (Corporate Finance) David Hawkins / Tom Scrivens (Sales) |
+44 (0)20 7886 2500 |
DEFINITIONS
The following definitions apply throughout this Announcement, unless the context requires otherwise:
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Admission
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the admission of the Placing Shares to be issued pursuant to the Placing, together with any new Ordinary Shares to be issued pursuant to the Retail Open Offers, Institutional Open Offer and Offer for Subscription, to trading on AIM in accordance with the AIM Rules
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AIFMD
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the Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers, as amended
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AIM
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the market of that name operated by the London Stock Exchange
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AIM Rules
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the AIM Rules for Companies published by the London Stock Exchange governing admission to and trading on AIM, as may be amended from time to time
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AIM Rules for Nominated Advisers
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the AIM Rules for Nominated Advisers published by the London Stock Exchange setting out the eligibility, on-going obligations and certain disciplinary matters in relation to nominated advisers, as may be amended from time to time
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Articles
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the articles of association of the Company
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Board
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the board of directors of the Company
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CBRE
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CBRE Limited, a company registered in England and Wales with company number 03536032, in its capacity as the Company's independent valuer
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certificated or in certificated form
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the description of a share or security which is not in uncertificated form (that is, not in CREST)
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Company
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Urban Logistics REIT plc of 124 Sloane Street, London SW1X 9BW
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CREST
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the relevant systems for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations
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CREST Regulations
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the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations for the time being in force
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Directors
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the directors of the Company
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Distribution
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a disposal or transfer (however effected) by a person of his rights to a Distribution from the Company such that he is not beneficially entitled (directly or indirectly) to such a Distribution and no person who is so entitled subsequent to such disposal or transfer (whether the immediate transferee or not) is (whether as a result of the transfer or not) a Substantial Shareholder
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EEA
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the European Economic Area
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Euroclear
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Euroclear UK & Ireland Limited, the operator of CREST
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Exchange Act |
the U.S. Securities Exchange Act of 1934, as amended |
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Excluded Territory
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Canada, Japan, Australia, New Zealand, the Republic of South Africa, any Member State of the EEA (save for any Member State where Placing Shares may lawfully be marketed under any applicable legislation implementing the AIFMD) and the U.S. and any jurisdiction where the extension or availability of the Placing (and any other transaction contemplated thereby) would breach any applicable laws or regulations, and "Excluded Territories" shall mean any of them
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Existing Ordinary Shares
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the Ordinary Shares in issue as at the date of this announcement
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FCA
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the Financial Conduct Authority
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Form of Proxy
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the form of proxy for use by Shareholders in connection with the General Meeting
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FSMA
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the Financial Services and Markets Act 2000, as may be amended from time to time
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General Meeting
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the general meeting of the Company at which the Resolutions will be proposed and expected to be convened for 10.00 a.m. on 15 October 2020 (or any adjournment or postponement thereof)
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Group
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the Company, together with its subsidiaries and subsidiary undertakings
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Institutional Offer |
the Institutional Open Offer and the Offer for Subscription
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Institutional Open Offer |
the conditional invitation by the Company to Qualifying Shareholders to apply for the Institutional Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Circular (together with the Offer for Subscription, the "Institutional Offer") and, in the case of the Qualifying Non-CREST Shareholders only, the Institutional Open Offer Application Form
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Institutional Open Offer Application Form
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the application form accompanying this document to be used by Qualifying Non-CREST Shareholders in connection with the Institutional Open Offer |
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Institutional Open Offer Excess Application Facility
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the facility pursuant to which Qualifying Shareholders may apply to subscribe for such number of Institutional Open Offer Shares in excess of their Institutional Open Offer Basic Entitlements subject to the terms and conditions set out in the Circular
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Institutional Open Offer Shares
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up to the Sterling equivalent of c.€100,000 worth of new Ordinary Shares to be conditionally allotted and issued to Qualifying Shareholders under the Institutional Open Offer
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Investment Company Act |
the U.S. Investment Company Act of 1940, as amended
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IPO
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the initial admission of the entire issued ordinary share capital of the Company to trading on AIM, which took place on 13 April 2016
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Issue
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the Placing, the Retail Open Offer and the Institutional Offer
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Issue Price
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£1.39 per New Ordinary Share
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Joint Bookrunners
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N+1 Singer and Panmure Gordon
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Libor
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the London Interbank Offered Rate, being the average rate of interest that leading banks in London charge when lending to other banks
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London Stock Exchange |
London Stock Exchange plc |
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Manager
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Pacific Capital Partners Limited, a company registered in England and Wales with company number 02849777, the manager to the Company
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Member State
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a sovereign state which is a member of the European Union
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N+1 Singer
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Nplus1 Singer Advisory LLP, acting as the Company's nominated adviser and joint bookrunner in relation to the Issue
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Net Asset Value or NAV
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the net asset value of the Company as calculated in accordance with the Company's accounting policies
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Net Initial Yield
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annualised current passing rent less non-recoverable property expenses such as empty rates, divided by the property valuation plus notional purchaser's costs
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New Ordinary Shares
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the Placing Shares, the Open Offer Shares and the Subscription Shares
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Offer for Subscription
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the offer for subscription of Subscription Shares at the Issue Price on the terms and subject to the conditions set out in the Circular, together with the Institutional Open Offer, the "Institutional Offer"
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Official List
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the official list maintained by the FCA
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Open Offer Shares
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the Retail Open Offer Shares and the Institutional Open Offer Shares
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Ordinary Shares
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ordinary shares of £0.01 each in the capital of the Company
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Overseas Shareholders
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Shareholders with registered addresses outside the UK or who are citizens of, incorporated in, registered in or otherwise resident in, countries outside the UK
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PID or Property Income Distribution
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the distribution by the Company of the profits of the Group's Property Distribution Rental Business, including distributions received by the Group from other UK REITs, by way of a dividend in cash or the issue of share capital in lieu of a cash dividend in accordance with Section 530 of the CTA 2010
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PIML
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Pacific Investments Management Limited, a company registered in England and Wales with company number 01722436
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Panmure Gordon
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Panmure Gordon (UK) Limited, acting as the Company's joint bookrunner in relation to the Issue
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Placee
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any person to whom the offer of New Ordinary Shares may be lawfully communicated (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given
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Placing Agreement
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the Placing Agreement dated on or around the date of this announcement between the Company (1) N+1 Singer (2) Panmure Gordon (3) the Manager (4) and PIML (5) relating to the Issue
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Placing Shares
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the New Ordinary Shares which are proposed to be placed in accordance with the terms of the Placing
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Prospectus Regulation
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Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC
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Prospectus Regulation Rules
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the Prospectus Regulation Rules made by the FCA under Part VI of FSMA
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QIB |
a "qualified institutional buyer" as defined in Rule 144A under the Securities Act |
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Qualified Investor
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a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation
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Qualifying Shareholders
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holders of Existing Ordinary Shares on the register of members of the Company at the Record Date with the exception of Shareholders resident in or citizens of any Open Offer Restricted Jurisdiction
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Receiving Agent
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Computershare Investor Services PLC
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Record Date
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the latest time by which transfers of Existing Ordinary Shares must be received for registration by the Company in order to allow transferees to be recognised as Qualifying Shareholders, expected to be 6.00 p.m. on 25 September 2020
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REIT
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a Real Estate Investment Trust as defined in Part 12 of the CTA 2010
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Regulation S |
Regulation S under the Securities Act |
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Regulatory Information Service
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a regulated information service approved by the FCA and on the list of Regulatory Information Services maintained by the FCA
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Resolutions
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the resolutions to be set out in the notice of General Meeting
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Retail Open Offer |
the invitation by the Company to Qualifying Shareholders to apply for the Retail Open Offer Shares at the Issue Price
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Retail Open Offer Application Form |
the application form accompanying this document to be used by Qualifying Non-CREST Shareholders in connection with the Retail Open Offer
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Retail Open Offer Excess Application Facility
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the facility pursuant to which Qualifying Shareholders may apply to subscribe for such number of Retail Open Offer Shares in excess of their Retail Open Offer Basic Entitlements subject to the terms and conditions set out in the Circular |
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Retail Open Offer Shares |
up to the Sterling equivalent of €677,746 worth of Ordinary Shares to be conditionally allotted and issued to Qualifying Shareholders under the Retail Open Offer
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SDLT
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stamp duty land tax
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Shareholders
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holders of Ordinary Shares
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Special Dividend
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a special dividend of 3.25 pence per share in respect of the six months ending 30 September 2020, expected to be declared at the time the Company announces the results of the Placing
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Sterling or £
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the lawful currency of the United Kingdom
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Subscription Shares
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the New Ordinary Shares which are proposed to be offered in accordance with the terms of the Offer for Subscription
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Substantial Shareholder
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any person whose interest in the Company, whether legal or beneficial, direct or indirect, may cause the Company to be liable to pay tax under Section 551 of CTA 2010 (as such legislation may be modified, supplemented or replaced from time to time) on or in connection with the making of a Distribution to or in respect of such person including, at the date of adoption of the Articles, any holder of excessive rights as defined in Section 553 of CTA 2010
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Substantial Shareholding
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the shares in relation to which or by virtue of which (in whole or in part) a person is a Substantial Shareholder
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UK or United Kingdom
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the United Kingdom of Great Britain and Northern Ireland
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U.S. or United States
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the United States of America, its states, territories and possessions, including the District of Columbia
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U.S. Person |
any person who is a U.S. Person within the meaning of Regulation S |
IMPORTANT NOTICE
This announcement contains inside information for the purposes of Article 7 of MAR. Upon publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR. The person responsible for arranging the release of this announcement on behalf of the Company is Pacific Capital Partners Limited.
The contents of this announcement, which have been prepared and issued by, and are the sole responsibility of the Company, have been approved by the Manager 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. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time. 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: (a) are Professional Investors (within the meaning of the Alternative Investment Fund Managers Directive (2011/61/EU)) (b) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (c) fall within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc) of the Order; or (d) are persons to whom it may otherwise be lawfully communicated.
Neither this announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the Company in the United States or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.
The New Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will not be any public offering of the New Ordinary Shares in the United States.
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, the Manager, Nplus 1 Singer Advisory LLP ("N+1 Singer"), Panmure Gordon (UK) Limited ("Panmure Gordon") or Kinmont Limited ("Kinmont") 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.
N+1 Singer, 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 and joint broker to the Company. N+1 Singer 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. N+1 Singer'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 of the Company or to any other person. No representation or warranty, express or implied, is made by N+1 Singer as to, and no liability is accepted by N+1 Singer in respect of, any of the contents of this announcement.
Panmure Gordon is authorised and regulated in the UK by the FCA and is acting as joint broker to the Company. Panmure Gordon 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 Panmure Gordon as to, and no liability is accepted by Panmure Gordon in respect of, any of the contents of this announcement.
Kinmont Limited ("Kinmont") is authorised and regulated in the UK by the FCA and is acting as 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.
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 current beliefs and expectations of the directors of the Company and/or the Manager 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 FCA, the London Stock Exchange or by applicable law.
Any information in this announcement in respect of past performance (including without limitation past performance of the Company, its group, shares in the Company and/or the Company's portfolio) cannot be relied upon as a guide to future performance. The price of shares and the income from them may fluctuate upwards or downwards and cannot be guaranteed.
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 of the Company. 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 - Terms and Conditions of the Placing
INTRODUCTION
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, THE EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION OR THE UK, OTHER THAN TO QUALIFIED INVESTORS, WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.
MEMBERS OF THE PUBLIC IN THE UK OR ELSEWHERE ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE ORDER, FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (II) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK; OR (C) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS APPENDIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL ADVISER FOR ADVICE.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND; (II) IN THE UNITED STATES TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" ("QIB") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY OFFER OR SALE OF PLACING SHARES IN THE UNITED STATES WILL BE MADE ONLY BY BROKER-DEALERS WHO ARE REGISTERED AS SUCH UNDER THE U.S. EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF THE PLACING SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.
Placees will be deemed to have read and understood this announcement and these terms and conditions in their entirety and to be making such offer on the terms and conditions and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, (i) the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA or the UK other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State of the EEA or the UK other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons; and/or
3. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any person on whose account it is acting) is (a) located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (b) is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-U.S. Person as defined in and in reliance on Regulation S; or (c) if within the United States, is a QIB .
The Company, the Manager and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. Neither of the Joint Bookrunners makes any representation to any Placee regarding an investment in the Placing Shares referred to in this announcement (including this Appendix).
This announcement (including this Appendix) does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This announcement (including this Appendix) and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, the Excluded Territories or in any jurisdiction in which such publication or distribution is unlawful. Persons who come into possession of this announcement are required by the Company to inform themselves about and to observe any restrictions of transfer of this announcement. No public offer of securities of the Company under the Placing is being made in the United Kingdom, the United States or any Excluded Territory.
In particular, the Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. The Placing Shares are only being offered and sold only (i) outside the United States in offshore transactions as defined in and in accordance with Regulation S ; and (ii) in the United States to a limited number of QIBs pursuant to an exemption from the registration requirements of the Securities Act. Any offer or sale of placing shares in the United States will be made only by broker-dealers who are registered as such under the Exchange Act. The Company has not registered and will not be registered under the U.S. Investment Company Act of 1940, as amended.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of any of the Excluded Territories. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the Excluded Territories or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the announcement of which it forms part should seek appropriate advice before taking any action.
DETAILS OF THE PLACING
The Joint Bookrunners have entered into the Placing Agreement with the Company, the Manager and PIM under which the Joint Bookrunners have, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure, as agents for the Company, subscribers for the Placing Shares at the Placing Price.
The Placing Agreement contains customary warranties given by the Company, the Manager and PIM to the Joint Bookrunners as to matters relating to the Company and its business and a customary indemnity given by the Company to the Joint Bookrunners in respect of liabilities arising out of, or in connection with, the Placing.
The Joint Bookrunners (after consultation with the Company and the Investment Manager) reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of applications in excess of the target amount under the Placing. The Company and the Joint Bookrunners also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offer in part rather than in whole. The Joint Bookrunners shall be entitled to effect the Placing by such method as they shall in their sole discretion determine. To the fullest extent permissible by law, neither of the Joint Bookrunners nor any holding company of a Joint Bookrunner nor any subsidiary branch or affiliate of a Joint Bookrunner (each an affiliate) nor any person acting on behalf of any of the foregoing shall have any liability to the Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Bookrunners, nor any affiliate thereof nor any person acting on their behalf shall have any liability to Placees in respect of their conduct of the Placing.
Each Placee's obligations will be owed to the Company and to the Joint Bookrunners. Following the confirmation referred to below in the paragraph entitled "Participation in, and principal terms of, the Placing", each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners, to pay to the Joint Bookrunners (or as the Joint Bookrunners may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares which such Placees has agreed to acquire.
Each Placee agrees to indemnify on demand and hold each of the Joint Bookrunners, the Company, the Manager and PIM and their respective affiliates harmless from any all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgments, undertakings, representations, warranties and agreements set forth in these terms and conditions and any contract note.
The Placing is also conditional upon the Placing Agreement becoming unconditional and the Placing Agreement not being terminated in accordance with its terms. Further details of conditions in relation to the Placing are set out below in the paragraph entitled "Conditions of the Placing".
A Placee agrees to become a member of the Company and agrees to subscribe for those Placing Shares allocated to it by the Joint Bookrunners at the Placing Price, conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. on 19 October 2020 (or such later time and/or date, not being later than 8.00 a.m. on 18 November 2020, as the Company, the Manager and the Joint Bookrunners may agree); (ii) the Placing Agreement becoming otherwise unconditional in all respects and not having been terminated in accordance with its terms on or before the date of Admission; and (iii) the Joint Bookrunners confirming to the Placees their allocation of Placing Shares.
To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have. Fractions of Placing Shares will not be issued.
APPLICATION FOR ADMISSION TO TRADING
Application will be made to the London Stock Exchange for Admission. It is expected that settlement of any such New Ordinary Shares (including the Placing Shares) and Admission will become effective on or around 8.00 a.m. on 19 October 2020 and that dealings in the New Ordinary Shares (including the Placing Shares) will commence at that time.
PAYMENT FOR SHARES
Each Placee has a separate, irrevocable and binding obligation to pay the Placing Price in cleared funds for the number of Placing Shares duly allocated to the Placee under the Placing in the manner and by the time directed by the Joint Bookrunners. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for Placing Shares shall at the Joint Bookrunners' discretion either be rejected or accepted in which case the paragraph below entitled "Registration and Settlement" shall apply to such application
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
The Joint Bookrunners (whether through themselves or any of their affiliates) are arranging the Placing as placing agents of the Company for the purpose of using reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.
Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. The Joint Bookrunners and their affiliates may participate in the Placing as principal.
By participating in the Placing, Placees will be deemed to have read and understood this announcement, including this Appendix, in its entirety and to be participating and making an offer for Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix.
This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The number of Placing Shares to be issued, and the extent of each Placee's participation in the Placing (which will not necessarily be the same for each Placee), will be agreed between the Joint Bookrunners, (following consultation with the Company and the Manager) following completion of the bookbuilding process in respect of the Placing (the "Bookbuild"). No element of the Placing will be underwritten. The aggregate number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.
A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally with a Joint Bookrunner as agent of the Company. Each Placee's allocation will be confirmed to Placees orally or by email by the relevant Joint Bookrunner, and a form of confirmation or contract note will be dispatched as soon as possible thereafter. The oral or email confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the Joint Bookrunners and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the articles of incorporation of the Company.
Except as required by law or regulation, no press release or other announcement will be made by a Joint 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.
Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under the paragraph entitled "Registration and Settlement".
All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below and to the Placing not being terminated on the basis referred to below.
By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
To the fullest extent permissible by law, none of the Company, the Joint Bookrunners or any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise under these terms and conditions). In particular, none of the Company, the Joint Bookrunners or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the issue of the Placing Shares to the Placees and the Joint Bookrunners shall have no liability to the Placees for the failure of the Company to fulfil those obligations.
CONDITIONS OF THE PLACING
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The Joint Bookrunners' obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:
1. the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;
2. Admission taking place not later than 8.00 a.m. on 19 October 2020 (or such later date as may be agreed in writing between the Company and the Joint Bookrunners); and
3. the passing of certain required shareholder resolutions to be proposed at the general meeting of the Company to be held on or around 15 October 2020, or any adjournment thereof.
If (a) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Joint Bookrunners by the respective time or date where specified (or such later time or date as the Company and the Joint Bookrunners may agree not being later than 5.00 p.m. on 18 November 2020 (the "Final Date")); or (b) the Placing Agreement is terminated as described below, the Placing in relation to the Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
The Placing is not conditional on the Retail Open Offer or the Institutional Offer and is not subject to clawback.
Subject to certain exceptions, the Joint Bookrunners may, at their absolute discretion and upon such terms as they think fit, waive, or extend the period (up to the Final Date) for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.
Neither the Joint Bookrunners nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.
RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
Either Joint Bookrunner is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:
1. the Company has failed to comply with any of its obligations under the Placing Agreement which is material in the context of the Issue and/or Admission; or
2. any of the warranties given by the Company to the Joint Bookrunners under the Placing Agreement not being true or accurate or being misleading when given or deemed given or repeated or deemed repeated (by reference to the facts and circumstances in each case then existing) in a respect which is material in the context of the Issue and/or Admission.
Following Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares.
The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by a Joint Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Joint Bookrunner, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against the Joint Bookrunners, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
NO PROSPECTUS
The Placing Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Issue (including the Placing) and Placees' commitments will be made solely on the basis of the information contained in this announcement (including this Appendix) and certain business and financial information the Company is required to publish in accordance with the AIM Rules and the rules and practices of the FCA (collectively "Exchange Information").
Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement, including this Appendix, is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or a Joint Bookrunner or any other person and neither of the Joint Bookrunners nor the Company nor the Manager nor PIM nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Placing Shares (ISIN: GB00BYV8MN78) following Admission will take place within CREST provided that, subject to certain exceptions, the Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner (as agent for the Company) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with the relevant Joint Bookrunner.
It is expected that settlement in respect of the Placing Shares will be on or around 19 October 2020 on a T+2 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 relevant Joint Bookrunner.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners 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 relevant Joint Bookrunner's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. Any excess proceeds will pass to the relevant Placee at its risk. The relevant Placee will, however, remain liable and shall indemnify the Joint Bookrunners on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Joint Bookrunners lawfully take in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
REPRESENTATIONS, WARRANTIES AND FURTHER TERMS
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and the Joint Bookrunners, namely that, each Placee (and any person acting on such Placee's behalf):
1. represents and warrants that it has read and understood this announcement, including this Appendix, in its entirety and that its subscription of Placing Shares is subject to, and based upon, all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this announcement (including this Appendix);
2. acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;
3. acknowledges that the Placing Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
4. acknowledges that the content of this announcement (including this Appendix) is exclusively the responsibility of the Company, and that neither of the Joint Bookrunners, their affiliates or any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this announcement (including this Appendix) or any information previously or concurrently published by or on behalf of the Company (including any Exchange Information), and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement (including this Appendix) or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this announcement (including this Appendix) and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by a Joint Bookrunner, the Company, the Manager or PIM or any of their respective directors, officers or employees or any person acting on behalf of any of them (including with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of any publicly available information), or, if received, it has not relied upon any such information, representations, warranties or statements, and neither of the Joint Bookrunners nor the Company nor the Manager nor PIM will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company and the terms of the Placing in deciding to participate in the Placing and it will not rely on any investigation that the Joint Bookrunners, their affiliates or any other person acting on their behalf has or may have conducted;
5. represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;
6. acknowledges that the Joint Bookrunners do not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that the Joint Bookrunners are not acting for it or its clients and that the Joint Bookrunners will not be responsible for providing protections to it or its clients;
7. acknowledges that neither of the Joint Bookrunners, any of their affiliates or any person acting on behalf of them has or shall have any liability for any publicly available or filed information (including any Exchange Information) or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
8. that, save in the event of fraud on the part of the relevant Joint Bookrunner (and to the extent permitted by the FCA), neither of the Joint Bookrunners, their respective ultimate holding companies nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of either Joint Bookrunner's role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law, Placees will immediately waive any claim against any of such persons which it may have in respect thereof;
9. represents and warrants that a) (i) it is not a person located in the United States and is eligible to participate in an "offshore transaction" as defined in and in accordance with Regulation S and the Placing Shares were not offered to it by means of "directed selling efforts" as defined in Regulation S; or (ii) it is both a QIB and will duly execute a US investor letter and deliver the same to one of the Joint Bookrunners or its affiliates;
10. acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and that the Placing Shares are only being offered and sold (i) outside the United States in offshore transactions as defined in and pursuant to Regulation S under the Securities Act; and (ii) in the United States to a limited number of QIBs pursuant to an exemption from the registration requirements of the Securities Act. It further agrees not to reoffer, resell, pledge, transfer or deliver any Placing Shares, directly or indirectly, in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States;
11. unless otherwise specifically agreed in writing with the Joint Bookrunners, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of Excluded Territories;
12. acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Excluded Territories and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;
13. represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;
14. represents and warrants that: (i) it has complied with and will continue to comply with its obligations under the Market Abuse Regulation (EU) No. 596/2014, Criminal Justice Act 1993 and Part VIII of the Financial Services and Markets Act 2000, as amended ("FSMA") and other applicable law; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations, and any other applicable law (where all such legislation listed under this (ii) shall together be referred to as the "AML Legislation"); and (iii) it is not a person: (1) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (2) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3) subject to financial sanctions imposed pursuant to a regulation of the EU or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and pursuant to AML Legislation and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Joint Bookrunners or the Company such evidence, if any, as to the identity or location or legal status of any person (including in relation to the beneficial ownership of any underlying investor) which the Joint Bookrunners or the Company may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise or any other information as may be required to comply with legal or regulatory requirements (including in particular under the AML Legislation)) in the form and manner requested by the Joint Bookrunners or the Company on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide at their sole discretion;
15. if a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the EEA or the UK other than Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;
16. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA or the UK prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any Member State of the EEA or the UK within the meaning of the Prospectus Regulation;
17. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
18. represents and warrants that it has complied and will comply with all applicable provisions of the FSMA and the Financial Services Act 2012 with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
19. if in a Member State of the EEA or the UK, unless otherwise specifically agreed with the Joint Bookrunners in writing, represents and warrants that it is a Qualified Investor and that it is a person to whom Placing Shares may lawfully be marketed to under any applicable legislation implementing the AIFMD;
20. if in the United Kingdom, represents and warrants that it is a person who: (i) falls with Articles 49(2)(A) to (D) or 19(5) of the Order or it is a person to whom the Placing Shares may otherwise be lawfully offered under such Order or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations; and (ii) is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;
21. represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this 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 (including this Appendix)) and will honour such obligations;
22. where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (i) to acquire the Placing Shares for each managed account; (ii) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (iii) to receive on its behalf any investment letter relating to the Placing in the form provided to it by a Joint Bookrunner;
23. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Joint Bookrunners may in their sole discretion determine and without liability to such Placee and it will remain liable and will indemnify the Joint Bookrunners on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;
24. acknowledges that neither of the Joint Bookrunners, any of their affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of either Joint Bookrunner and that neither of the Joint Bookrunners has 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 their rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;
25. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be issued to the CREST stock account of a Joint Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
26. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or a Joint 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;
27. acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix;
28. agrees that the Company, the Joint Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to each Joint Bookrunners on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;
29. agrees to indemnify on an after-tax basis and hold the Company, the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
30. acknowledges that no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or a Joint Bookrunner 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;
31. acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;
32. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation or contract note will continue, notwithstanding any amendment that may in the future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;
33. acknowledges that a Joint Bookrunner or any of its affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Placing;
34. represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation; an
35. to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the announcement, including this Appendix.
The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to the Joint Bookrunners and the Company and are irrevocable and shall not be capable of termination in any circumstances.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Joint Bookrunners will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that any of the Company and/or the Joint Bookrunners has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and agrees that a Joint Bookrunner or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with a Joint Bookrunner, any money held in an account with such Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner's money in accordance with the client money rules and will be used by that Joint Bookrunner in the course of its own business and the Placee will rank only as a general creditor of that Joint Bookrunner.
All times and dates in this announcement (including this Appendix) may be subject to amendment, and Placees' commitments, representations and warranties are not conditional on any of the expected times and dates in this announcement (including this Appendix) being achieved. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an appropriately qualified independent financial adviser.
A Joint Bookrunner is entitled, at its discretion and out of its own resources, at any time to rebate to some or all of its investors, or to other parties (including the Investment Manager, PIM and/or any of their affiliates), part or all of its fees relating to the Placing.
MISCELLANEOUS
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 "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Placees should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
The content of this announcement has been prepared by, and is the sole responsibility of, Urban Logistics REIT plc.
The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and joint bookrunner to the Company in connection with the Placing and Admission and to no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matter referred to in this Announcement. N+1 Singer's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director of the Company or to any other person in respect of any decision to acquire shares in the Company in reliance on any part of this announcement.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the FCA, is acting as joint bookrunner to the Company in connection with the Placing and Admission and to no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matter referred to in this Announcement.
None of the Investment Manager, PIM, the Joint Bookrunners, or any of their respective directors, officers, employees, advisers, affiliates or agents, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or for any loss howsoever arising from any use of the announcement or its contents. The Investment Manager, PIM, the Joint Bookrunners and their respective directors, officers, employees, advisers, affiliates or agents, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
Data Protection
The processing of a Placee's personal data by the Company will be carried out in compliance with the applicable data protection legislation and with its Privacy Notice, a copy of which can be found on the Company's website https://www.urbanlogisticsreit.com/site-services/privacy-and-cookies/ .
Each Placee acknowledges that it has read and understood the processing activities carried out by the Company as informed in the referred Privacy Notice.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
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