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Aquila Euro Rnwbls. (AERS)

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Thursday 17 September, 2020

Aquila Euro Rnwbls.

Publication of a Prospectus and Circular

RNS Number : 3040Z
Aquila European Renewables Income
17 September 2020
 

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. Upon the publication of this Announcement, this inside information is now considered to be in the public domain.

This announcement is an advertisement for the purposes of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and the Prospectus Regulation Rules of the UK Financial Conduct Authority ("FCA") and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares in the Company in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information in the prospectus published by Aquila European Renewables Income Fund plc ("AERIF" or the "Company") in connection with its proposed issue and placing programme. A copy of the Prospectus will shortly be available for inspection on the Company's website (www.aquila-european-renewables-income-fund.com). Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

 

LEI: 213800UKH1TZIC9ZRP41

Aquila European Renewables Income Fund PLC

17 September 2020

 

Publication of prospectus in respect of issues of up to 693 million New Ordinary Shares by way of an Initial Placing and Offer for Subscription and subsequent Placing Programme and Publication of Circular

 

Aquila European Renewables Income Fund plc ("AERIF" or "the Company"), the London-listed investment company advised by Aquila Capital Investmentgesellschaft mbH (the "Investment Adviser"), is pleased to announce, that subject to Shareholder approval, it intends to put in place a new placing programme to enable the  Company to continue to acquire Renewable Energy Infrastructure Investments, in accordance with the Company's investment policy.

 

The Company has today published a prospectus (the "Prospectus") in support of an Initial Placing and Offer for Subscription (the "Issue") and a subsequent Placing Programme (the "Placing Programme"). The Company has also published a Circular convening a General Meeting to seek shareholder authority to issue new shares on a non pre-emptive basis pursuant to the Issue and Placing Programme.

 

The Company is targeting a fundraising of approximately €150 million (before expenses) pursuant to the Issue (in the event of sufficient demand, the Directors may increase the size to €200 million).

 

Highlights

 

· The target size of the Issue is approximately 145 million New Ordinary Shares and Gross Issue Proceeds of €150 million.

 

· As at the date of the Prospectus and Circular, the Company's current portfolio comprises six renewable energy assets including five onshore wind parks located in the Nordic region (Norway, Denmark and Finland) and a portfolio of 21 hydro power plants located in Portugal.

 

· The Issue allows the Company to invest further capital in the Company's identified pipeline of opportunities which should enable the Group to further diversify its existing portfolio.

 

· The Enhanced Pipeline consists of six target assets held in Aquila Managed Funds with an aggregate capacity of 768 MW and eight target assets with an aggregate capacity of 661 MW which are under negotiation. The assets are across multiple technologies and geographical locations including 7 wind assets, 4 solar assets and 3 hydro assets.

 

· The Issue was announced today and will close on 8 October 2020. The Issue Price is 103.75 cents per New Ordinary Share, which represents a premium of 5.2% to the Company's 30 June 2020 net asset value and a discount of 3.9% to the share price as at close of business on 16 September 2020 (being the latest practicable date prior to the release of this announcement) .

 

 

Background to and Reasons for the Issue and Placing Programme

 

As at the date of the Prospectus and Circular, the Company's current portfolio comprises six renewable energy assets including five onshore wind parks located in the Nordic region (Norway, Denmark and Finland) and a portfolio of 21 hydro power plants located in Portugal (the "Renewable Energy Infrastructure Investments"). All the Renewable Energy Infrastructure Investments are currently operational except for the newly acquired Renewable Energy Infrastructure Investment, "The Rock", which is expected to become operational at the end of 2021. In addition, on 13 September 2020, the Group entered into a share purchase agreement to acquire a 100 per cent. interest in Benfica III, which is a portfolio of three operational solar parks in Portugal. The share purchase agreement is subject to conditions precedent, including that each park has a PPA and in respect of two of the PPAs, covers at least 50% of production volumes over five years. The acquisition is expected to complete in October 2020. Further details of the Renewable Energy Infrastructure Investments and Benfica III are set out in Part III of the Prospectus.

 

The Issue

 

The Board intends that the Net Issue Proceeds will be used by the Company to acquire new assets to add to the Company's existing portfolio of Renewable Energy Infrastructure Investments, which may or may not be sourced from the Enhanced Pipeline and provide sufficient funds for the working capital of the Company.

 

The Investment Adviser has identified a number of assets that, as at the date of the Prospectus and the Circular, are either held in Aquila Managed Funds or are pending targets for acquisition by the Aquila investment team. The Investment Adviser considers that these opportunities would comply with the Investment Policy and therefore would potentially be suitable for acquisition by the Company. Details of these potential target assets are set out in the Prospectus. The Directors have confidence that the Net Issue Proceeds can be deployed to acquire suitable assets within six to twelve months of Admission

 

The Enhanced Pipeline consists of six target assets held in Aquila Managed Funds with an aggregate capacity of 768 MW and eight target assets with an aggregate capacity of 661 MW which are under negotiation. The assets are across multiple technologies and geographical locations including 7 wind assets, 4 solar assets and 3 hydro assets.

 

 

Shareholders should note that no assets from the Enhanced Pipeline have been contracted to be acquired by the Company, there are no binding commitments or agreements to acquire any of these assets and the Company does not have a right of first refusal over any of the assets in the Enhanced Pipeline. The Investment Adviser is under no obligation to make the assets in the Enhanced Pipeline available to the Company and will apply its Allocation Policy (as set out in Part V of the Prospectus) in respect of the allocation of assets among Aquila Managed Funds. Therefore, there can be no assurance that any of these investments will remain available for purchase after Admission or, if available, at what price (if a price can be agreed at all) the investments could be acquired by the Company.

 

The assets in the Enhanced Pipeline are indicative of the type and size of investment that may be made by the Company. To the extent assets in the Enhanced Pipeline remain available for investment by the Company following Admission, the Investment Adviser will advise the AIFM, who may recommend to the Board that the Company acquire one or more such assets. Any decision to acquire any assets within the Enhanced Pipeline is a matter reserved for the Board and no decision will be taken until after Admission. Investments not comprised in the Enhanced Pipeline may also become available.

 

The Placing Programme

 

The Placing Programme is intended to be a mechanism to provide cash to allow the Company to continue to invest in new assets in accordance with the Investment Policy, satisfy market demand for Ordinary Shares and to raise further funds after the Issue to increase the size of the Company.

 

Benefits of the Issue and the Placing Programme

 

The Directors believe that the Issue and the Placing Programme will confer the following benefits for Shareholders and the Company:

 

· The Issue allows the Company to invest further capital in the Company's identified pipeline of opportunities which should enable the Group to further diversify its existing portfolio.

 

· the Placing Programme enables the Company to raise additional capital quickly through an equity issuance in order to invest in opportunities identified in the future with the aim of keeping the Company in a position where it has available cash to invest in investment opportunities as and when they become available allowing the Company to further diversify the Company's portfolio by acquiring new assets during the course of the Placing Programme;

· creating the potential to enhance NAV per Ordinary Share of the existing Ordinary Shares through the issuance of Ordinary Shares at the Issue Price which represents a modest premium to NAV per Ordinary Share, after the related costs have been deducted;

 

· the Issue and the Placing Programme are expected to spread the Company's fixed running costs across a wider equity base, and benefitting from the reducing scale of charges for the Investment Adviser, thereby reducing the Company's ongoing charges on a per share basis; and

· the Issue and the Placing Programme together provide a larger equity base which is expected by the Directors to:

increase the scope for institutional and retail investment in the Company; and

improve the secondary market liquidity of the Ordinary Shares.

 

The Issue

 

The Issue was announced today and will close on 8 October 2020. The Issue Price is 103.75 cents per New Ordinary Share, which represents a premium of 5.2% to the Company's 30 June 2020 net asset value and a discount of 3.9% to the share price as at close of business on 16 September 2020 (being the latest practicable date prior to the release of this announcement) . For the avoidance of doubt, any shares issued pursuant to the initial Issue will not be entitled to the yet to be declared, third interim dividend in respect of the year ending 31 December 2020. The target size of the Issue is approximately 145 million New Ordinary Shares and Gross Issue Proceeds of €150 million.

If commitments and applications are received for more than 144,578,313 New Ordinary Shares pursuant to the Issue, the Directors reserve the right to increase the maximum number of New Ordinary Shares that may be issued pursuant to the Issue, provided that the maximum number of New Ordinary Shares that may be issued is 192,771,084 million New Ordinary Shares. If Gross Issue Proceeds are not raised such that the Net Issue Proceeds does not equal or exceed the Minimum Net Proceeds by 12 p.m. on 8 October 2020 or such later date as the Company, the Investment Adviser, Numis and Kempen & Co may agree, the Issue will not proceed.

 

The New Ordinary Shares will have the rights attaching to the Ordinary Shares and will rank pari passu with the outstanding Ordinary Shares in issue on the date the New Ordinary Shares are issued. In line with its dividend target for the year ending 31 December 2020 the Company expects to announce in early October 2020 a dividend of 1.25 cents in relation to the quarter ended 30 September 2020. It is expected that the record date for this third interim dividend will fall before Admission of any New Ordinary Shares issued pursuant to the Issue and therefore any such New Ordinary Shares will not be entitled to this third interim dividend. Fractions of New Ordinary Shares will not be issued. These are targets only and not forecasts. There can be no assurance that these targets can or will be met and they should not be seen as an indication of the Company's expected or actual results or returns. Accordingly, investors should not place any reliance on these targets in deciding whether to invest in Ordinary Shares or assume that the Company will make any distributions at all.

 

It is anticipated that dealings in New Ordinary Shares will commence on 13 October 2020. Whilst it is expected that all New Ordinary Shares issued pursuant to the Issue will be issued in uncertificated form, if any New Ordinary Shares are issued in certificated form it is expected that share certificates would be despatched approximately two weeks after Admission. No temporary documents of title will be issued.

 

On the basis that approximately 145 million New Ordinary Shares are to be issued, it is estimated that the Company will receive approximately €147 million from the Issue, net of associated fees, costs and expenses payable by the Company.

 

The Issue is being made by way of the Placing and Offer for Subscription.


The Placing

The Company, Numis, Kempen & Co and the Investment Adviser have entered into the Placing Agreement, pursuant to which Numis and Kempen & Co have severally (and not jointly or jointly and severally)   agreed, subject to certain conditions, to act as joint bookrunners to the Issue and to use their respective reasonable endeavours to procure subscribers for the New Ordinary Shares made available in the Placing. Under the Placing Agreement, Numis has also agreed to act as sponsor to the Issue. The Placing is not underwritten.

The terms and conditions of the Placing are set out in Part XIII of the Prospectus.

 

The Offer for Subscription

New Ordinary Shares will also be made available to the public under the Offer for Subscription. The Offer for Subscription is only being made in the UK but, subject to applicable law, the Company may allot New Ordinary Shares on a private placement basis to applicants in other jurisdictions.

The terms and conditions of application under the Offer for Subscription are set out in Part XIV of the Prospectus. The Offer for Subscription is not underwritten.

Further details of the Issue are included in the Prospectus.

Conditions

The Issue is conditional upon, inter alia:

· Admission occurring;

· the resolutions to allot the New Ordinary Shares and disapply pre-emption rights to be proposed at the General Meeting being passed by the requisite majorities and not having been revoked or substituted;

· the Placing Agreement having become unconditional in all respects and not having been terminated in accordance with its terms before Admission; and

· Gross Issue Proceeds being raised such that the Net Issue Proceeds equal or exceed the Minimum Net Proceeds by 12.00 p.m. on 8 October 2020 or such later date as the Company, the Investment Adviser, Numis and Kempen & Co may agree.

If any of these conditions is not met, the Issue will not proceed.

The Placing Programme

 

The Placing Programme will open on 13 October 2020 and will close on 16 September 2021 (or any earlier date on which it is fully subscribed). The maximum number of Ordinary Shares to be issued pursuant to the Placing Programme is 500 million. The Placing Agreement also covers the Placing Programme pursuant to which Numis and Kempen & Co have severally (and not jointly or jointly and severally) agreed, subject to certain conditions, to act as joint bookrunners in connection with any Subsequent Placing and to use their respective reasonable endeavours to procure subscribers for any Ordinary Shares issued pursuant to the Placing Programme. Under the Placing Agreement, Numis has also agreed to act as sponsor to the Placing Programme.

 

The issue of Ordinary Shares under the Placing Programme is not being underwritten. The issue of Ordinary Shares under the Placing Programme is at the discretion of the Directors. Issuance may take place at any time prior to: (i) the final closing date of 16 September 2021; or (ii) such earlier date as all the Ordinary Shares the subject of the Placing Programme are issued.

 

An announcement of each Subsequent Placing under the Placing Programme will be released via a Regulatory Information Service, including details of the number of Ordinary Shares to be issued and the issue price for the Subsequent Placing. There is no minimum subscription.

 

It is intended that any Ordinary Shares issued pursuant to the Placing Programme will be allocated so that applications from existing eligible Shareholders are given priority over other applicants, with a view to existing eligible Shareholders being allocated such percentage of Ordinary Shares as is as close as possible to their existing percentage holding of Ordinary Shares. Shareholders will be eligible if they meet the terms and conditions of the Placing Programme as set out Part XIII of the Prospectus. Shareholders will not, however, be entitled to any minimum allocation of new Ordinary Shares in any Subsequent Placing and there will be no guarantee that Shareholders wishing to participate in the Placing Programme will receive all or some of the Ordinary Shares for which they have applied.

 

It is anticipated that dealings in the Ordinary Shares issued under the Placing Programme will commence no more than two Business Days after the trade date for each issue of Ordinary Shares. Whilst it is expected that all Ordinary Shares issued pursuant to a particular Subsequent Placing will be issued in uncertificated form, if any Ordinary Shares are issued in certificated form it is expected that share certificates would be despatched approximately two weeks after the relevant Future Admission of the relevant Subsequent Placing. No temporary documents of title will be issued.

 

Ordinary Shares issued pursuant to the Placing Programme will rank pari passu with the existing Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant Ordinary Shares). No fractions of Ordinary Shares will be issued under the Placing Programme.

 

All new Ordinary Shares issued pursuant to the Placing Programme on a non-pre-emptive basis will be issued at a premium to the Net Asset Value per Ordinary Share at least sufficient to cover the costs and expenses of the relevant Subsequent Placing. No additional expenses will be charged to investors.

 

Conditions

 

Each issue of Ordinary Shares pursuant to a placing under the Placing Programme is conditional, inter alia, on:

· Admission of the relevant Ordinary Shares occurring by no later than 8.00 a.m. on such date as the Company, Numis and Kempen & Co may agree from time to time in relation to that Admission, not being later than 16 September 2021;

· the resolutions to allot and disapply pre-emption rights in relation to the Ordinary Shares to be issued in connection with the Placing Programme to be proposed at the General Meeting having been passed by the requisite majorities and not having been revoked or substituted;

· a valid supplementary prospectus being published by the Company if such is required by the Prospectus Regulation Rules;

· the Placing Programme Price being determined by the Directors as described within the prospectus; and

· the Placing Agreement being wholly unconditional as regards the relevant Subsequent Placing (save as to the Future Admission) and not having been terminated in accordance with its terms prior to the relevant Future Admission.


Use of proceeds

 

The Directors intend that the net issue proceeds from the Issue will be used by the Company to acquire Renewable Energy Infrastructure Investments, in accordance with the Company's investment policy and to provide sufficient funds for the working capital of the Company. The Directors have confidence that the net issue proceeds can be deployed to acquire suitable assets within six to twelve months of Admission (subject to market conditions).

 

Dilution

 

If 500 million Ordinary Shares were to be issued pursuant to Subsequent Placings, and assuming the Issue had been subscribed as to 145 million Ordinary Shares, there would be a dilution of approximately 77 per cent. in Shareholders' voting control of the Company immediately after the Subsequent Placings assuming that the Shareholders did not participate in the Subsequent Placings. However, it is not anticipated that there would be any dilution in the Net Asset Value per Ordinary Share as a result of the Placing Programme.

 

Circular and General Meeting

 

The Issue and Placing Programme are conditional on the approval by Shareholders of the Resolutions to be put to Shareholders at the General Meeting, which has been convened for 6 October 2020 at 10.00 a.m. The Notice convening the General Meeting is set out in the Circular.

 

Recommendation

 

The Board considers that the Proposals are in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting. The Board intends to vote in favour of the Resolutions in respect of its own beneficial holdings of Ordinary Shares which amount in aggregate to 275,000 Ordinary Shares, constituting 0.14 per cent of the issued Ordinary Share capital.

 

Expected timetable

All references to times in the Prospectus are to London times, unless otherwise stated.

Expected Issue Timetable


Placing and Offer for Subscription open

 

17 September 2020

General Meeting

 

10.00 a.m. on 6 October 2020

 

Latest time and date forreceipt of Application Forms and payment in full under the Offer for Subscription

 

 

11.00 a.m. on 8 October 2020

Latest time and date forreceipt of Placing commitments

 

12.00 p.m. on 8 October 2020

Announcement of the results ofthe Issue

 

9 October 2020

Admission to the premium segmentof the Official List and commencement of dealings on the LondonStock Exchange

 

13 October 2020

CREST accounts credited

 

13 October 2020

 

Dispatch of definitive share certificates(where applicable)

 

Week commencing 19 October 2020

 

 

Expected Placing Programme Timetable

 

Placing Programme opens

 

13 October 2020

 

Publication of Issue Price inrespect of each Subsequent Placing

 

on, or as soon as practicable after, the announcement of each Subsequent Placing

 

Admission to the premium segmentof the Official List and commencement of dealings on the LondonStock Exchange

 

08:00 a.m. on each day on which Ordinary Shares are issued pursuant to the Placing Programme

CREST accounts credited

 

as soon as practicable after the issue of Ordinary Shares pursuant to the Placing Programme

 

Dispatch of definitive share certificates(where applicable)

 

by no later than 14 business days after Admission of the relevant Ordinary Shares

 

Latest date for Ordinary Sharesto be issued pursuant to the Placing Programme

 

16 September 2021

 

The dates and times specified above and mentioned throughout this Prospectus are subject to change. In particular the Directors may, with the prior approval of Numis and Kempen & Co, postpone the closing time and date for the Placing and Offer for Subscription. In the event that such date is changed, the Company will notify investors who have applied for Ordinary Shares of changes to the timetable by the publication of an announcement through a Regulatory Information Service.

 

A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The Prospectus will also shortly be available on the Company's website at www.aquila-european-renewables-income-fund.com/   where further information on the Company can also be found.

 

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Prospectus dated 17 September 2020.

 

Enquiries:

Media contacts:
Smithfield Consultants | +44 (0) 20 3047 2527 | 
[email protected]
Ged Brumby
John Kiely
Andrew McLagan
 

Sponsor, Broker and Joint Bookrunner in the UK
Numis Securities (UK Investors) | +44 (0) 20 7260 1000
Tod Davis
David Benda
Vicki Paine

Joint Bookrunner
Kempen & Co (EU Investors in the Target Jurisdictions) | +31 (0) 20 348 8000
 Thomas ten Hoedt
 Maarten de Zeeuw

IMPORTANT NOTICE

This announcement has been prepared by, and is the sole responsibility of, Aquila European Renewables Income Fund plc.

This is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Numis solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended) ("FSMA").

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is for information purposes only, is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.

This announcement is not for publication or distribution, directly or indirectly, in any jurisdiction other than the United Kingdom. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In member states of the European Economic Area ("EEA") other than the United Kingdom, this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129). Further, in relation to the United Kingdom and each member state in the EEA that has implemented the AIFM Directive (each a "Relevant State"), no New Ordinary Shares or Ordinary Shares have been or will be directly or indirectly offered to or placed with investors in that member state at the initiative of or on behalf of the Company, the AIFM or the Investment Adviser other than in accordance with the methods permitted in that Relevant State.

This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, New Ordinary Shares or Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful.

Neither the New Ordinary Shares nor the Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or under the securities laws of any state or other jurisdiction in the United States. The New Ordinary Shares and the Ordinary Shares may not be offered or sold, directly or indirectly, in, into or within the United States, or to, or for the account or benefit of, a "U.S. person" ("U.S. Person") (as defined in Regulation S under the Securities Act ("Regulation S")). The New Ordinary Shares and the Ordinary Shares are being offered and sold only outside the United States to non-U.S. Persons in "offshore transactions" within the meaning of, and in reliance on, Regulation S.

The New Ordinary Shares and the Ordinary Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of New Ordinary Shares and the Ordinary Shares or the accuracy of adequacy of the Prospectus. Any representation to the contrary is an offence in the United States and any re-offer or resale of any of the New Ordinary Shares or the Ordinary Shares in the United States or to U.S. Persons may constitute a violation of United States law or regulation. Any person in the United States who obtains a copy of the Prospectus is requested to disregard it.

The Republic of Ireland. The New Ordinary Shares and the Ordinary Shares to be issued pursuant to a Subsequent Placing will not be offered, sold, placed or underwritten in Ireland; (a) except in circumstances which do not require the publication of a prospectus pursuant to the Prospectus Regulation (Regulation (EU) 2017/1129) as implemented in Ireland pursuant to the European Union (Prospectus) Regulations 2019 of Ireland and any rules issued by the Central Bank of Ireland pursuant thereto; (b) otherwise than in compliance with the provisions of the Irish Companies Act 2014 (as amended); (c) otherwise than in compliance with the provisions of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 614/2017) (as amended), and the bookrunner and any introducer appointed by the Company will conduct themselves in accordance with any codes or rules of conduct and any conditions or requirements, or any other enactment, imposed or approved by the Central Bank of Ireland with respect to anything done by them in relation to the Company; (d) otherwise than in compliance with the provisions of the Irish European Union (Market Abuse) Regulations 2016 (as amended) and any rules issued by the Central Bank of Ireland pursuant thereto; and (e) except to professional investors as defined in AIFMD and otherwise in accordance with AIFMD, Commission Delegated Regulation 231/2013, the Irish European Union (Alternative Investment Fund Managers) Regulations 2013 (S.I. no 257 of 2013), as amended, and any rules issued by the Central Bank of Ireland pursuant thereto.

Luxembourg. No offer of Ordinary Shares to the public will be made in Luxembourg pursuant to the Prospectus, except that an offer of Ordinary Shares in Luxembourg may be made at any time: (a) to any person or legal entity which is a professional client within the meaning of Annex II of MiFID; or (b)in any circumstances which do not fall under specific offer limitations under the AIFM Law and at the same time do not constitute an Offer of Shares to the public requiring the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Regulation and the Prospectus Law, provided that in both cases (a) and (b) above the AIFM fulfils the requirements set out in the AIFM Law (in particular the notification obligation set out in Article 45 of the AIFM Law (Article 42 of the AIFMD) and the potentially applicable ongoing requirements). For the purposes of this provision, the expression "Offer of Shares to the public" in relation to any Ordinary Shares in Luxembourg means the communication to persons in any form and by any means presenting sufficient information on the terms of the offer and the Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe the Ordinary Shares, the expression "Prospectus Law" means the Luxembourg law of 16 July 2019 on prospectuses for securities and the expression "Prospectus Regulation" means the Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended. "AIFM Law" means the Luxembourg Law of 12 July 2013 on alternative investment fund managers, as amended. Neither the Company nor its AIFM have been authorised or registered under the AIFM Law or are otherwise supervised by the Luxembourg Commission de Surveillance du Secteur Financier.

Norway. The Company is an alternative investment fund and the AIFM of the Company is an AIFM for purposes of the AIFMD. The AIFM is authorised by the Financial Supervisory Authority of Norway pursuant to Section 6-5 of the Norwegian Act on Alternative Investment Funds of 20 June 2014 no. 28 to market the Company to professional investors in Norway. The Company may only be marketed to professional investors as defined in Section 10-6 of the Norwegian Securities Act of 2 June 2007 no. 75 (the "Securities Trading Act"). The Prospectus may only be distributed to professional investors and the Prospectus may not be distributed to or made available to non-professional investors in Norway. Furthermore, the Prospectus has not been, nor will it be, registered with or authorised by any regulatory or governmental body in Norway. Accordingly, the Prospectus may not be made available, nor may the interests in the Company offered hereunder be marketed and offered for sale in Norway, other than under circumstances which do not require a prospectus (Nw. prospekt) to be prepared under the Securities Trading Act.

Finland . The Company is an alternative investment fund for purposes of the Finnish Act on Alternative Investment Fund Managers (Fi: laki vaihtoehtorahastojen hoitajista, 162/2014, as amended, the "AIFMA"). In Finland, the Ordinary Shares may only be offered to investors qualifying as "professional clients" (Fi: ammattimainen asiakas) as defined in the AIFMA. Accordingly, the Prospectus may only be distributed to professional clients in Finland and the Prospectus may not be distributed to or made available other than to professional clients in Finland. The Prospectus has been prepared for private information purposes only and it may not be used for, and shall not be deemed, a public offering of the Ordinary Shares in Finland.

Sweden . The AIFM has been approved by the Swedish Financial Supervisory Authority pursuant to Chapter 5 Section 10 of the Swedish Act on Alternative Investment Fund Managers (2013:561) (the "Swedish AIFM Act") to market the Company to professional investors in Sweden. Professional investor is defined in the Swedish AIFM Act by referring to chapter 9 section 4 and 5 in the Swedish Securities Market Act (2007:528) (the "Swedish Securities Market Act". The provisions in the Swedish Securities Market Act are partly implementing Appendix II to the Directive 2014/65/EU (the "Directive". Every investor who is considered to be a professional investor as defined in Appendix II to the Directive, or who can be treated as a professional investor upon submitting an application, is also considered a professional investor according to the Swedish regulation. The Company may be marketed to professional investors within the meaning of the Swedish AIFM Act only. The Prospectus may only be distributed to professional investors and the Prospectus may not be distributed to or made available to non-professional investors in Sweden. Furthermore, the Prospectus has not been, nor will it be, registered with or approved by the Swedish Financial Supervisory Authority under the Swedish Financial Instruments Trading Act (1991:980) (the "Swedish Trading Act"). Accordingly, the Prospectus may not be made available, nor may the interests in the Company offered hereunder be marketed and offered for sale in Sweden, other than under circumstances which do not require a prospectus (Sw. prospekt) to be prepared under the Swedish Trading Act. Please be aware that past performance is not a reliable indicator of future results.

The Netherlands . The Ordinary Shares are being marketed in the Netherlands under Section 1:13b of the Dutch Financial Supervision Act (Wet op het financieel toezicht, or the "Wft"). In accordance with this provision the AIFM; has notified the Dutch Authority for Financial Markets of its intention to offer these Ordinary Shares in the Netherlands. The Ordinary Shares will not, directly or indirectly, be offered, sold, transferred or delivered in the Netherlands, except to or by individuals or entities that are qualified investors (gekwalificeerde beleggers) within the meaning of Article 1:1 of the Wft, as amended from time to time, and as a consequence neither the AIFM nor the Company is subject to the license requirement pursuant to the Wft. Consequently, neither the AIFM nor the Company is subject to supervision of the Dutch Central Bank or the Dutch Authority for Financial Markets.

Switzerland . The Ordinary Shares have not been and will not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") except (i) to investors that qualify as professional clients within the meaning of the FinSA or (ii) in any other circumstances falling within article 36 para. 1 of the FinSA, and in any case only subject to the restrictions provided for in the last paragraph of this notice concerning Switzerland. The Ordinary Shares have not been and will not be admitted to any trading venue (exchange or multilateral trading facility) in Switzerland. Neither the Prospectus nor any other offering or marketing material relating to the Ordinary Shares constitutes a prospectus within the meaning of the FinSA. The Prospectus has not been and will not be reviewed or approved by a Swiss review body and does not comply with the disclosure requirements applicable to a prospectus within the meaning of the FinSA. Neither the Prospectus nor any other offering or marketing material relating to the Ordinary Shares may be publicly distributed or otherwise made publicly available in Switzerland. The Company has neither been and will neither be registered with the Swiss Financial Supervisory Authority ("FINMA") as a foreign collective investment for distribution to non-qualified investors pursuant to the Swiss Collective Investment Schemes Act ("CISA"), nor has the Company appointed or will the Company appoint a Swiss representative and paying agent, required for distribution to non-qualified investors and to high-net-worth retail clients and private investment structures created for them, having declared that they wish to be treated as professional clients ("Opting Out HNWI") (as further defined in the FinSA (cf. art. 5 paras. 1 and 2 of the FinSA) and its implementing ordinance). Accordingly, interests in the Company, including the Ordinary Shares may not be offered to non-qualified investors or to Opting Out HNWI in or from Switzerland.

Belgium . The Ordinary Shares described herein may not, directly or indirectly, be offered or acquired in Belgium, and the Prospectus may not be circulated in Belgium as part of initial distribution or at any time thereafter, except: (a) to qualified investors within the meaning of Article 2(e) of the Prospectus Regulation; (b) to a maximum of 149 individuals who are not qualified investors within the meaning of Article 2(e) of the Prospectus Regulation; or (c) to investors who acquire Ordinary Shares for a minimum consideration of EUR 100,000 or the equivalent thereof in another currency. Neither the Company nor its AIFM have been authorised or registered under the Belgian AIFM Law of 19 April 2014 or are otherwise supervised by the Belgian Financial Services and Markets Authority.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, the Investment Adviser, the AIFM, Numis and Kempen & Co expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Prospectus Regulation Rules of the Financial Conduct Authority, the EU Market Abuse Regulation or other applicable laws, regulations or rules.

Prospective investors should be aware that any investment in the Company should not be regarded as short term in nature, involves a degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company, the AIFM or the Investment Adviser which may be different in many respects from those that prevail at present or in the future, with the result that the performance of investment portfolios originated now may be significantly different from those originated in the past. Persons considering making such an investment should consult an authorised person specialising in advising on such investments.

Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with any issue or placing programme  of the Company or in relation to the matters referred to in this announcement and will not regard any other person (whether or not a recipient of information in this announcement) as its client in relation to any issue or placing programme and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to any issue or the placing programme, the contents of this announcement or any transaction or arrangement referred to in this announcement or any other website which may be linked to or from this announcement.  

Kempen & Co, which is authorised by the Dutch Central Bank and regulated in the Netherlands by the Dutch Authority for Financial Markets and the Dutch Central Bank, is acting exclusively for the Company and no-one else in connection with any issue, placing or placing programme  and certain matters referred to in this announcement, will not regard any other person (whether or not a recipient of information in this announcement) as its client in relation to the any placing or placing programme and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to any placing or placing programme, the contents of this announcement or any transaction or arrangement referred to in this announcement. Kempen & Co is not acting for or providing services to the Company or any other person in respect of any offer for subscription and will not be responsible to any person in respect of any claim or any other matter arising from any offer for subscription.

None of Numis, Kempen & Co, the Company, the AIFM or the Investment Adviser, or any of their respective parents or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers or any other person ("their respective affiliates") accepts (save where required by law) 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 any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement does not constitute a recommendation concerning the proposed Issue and/or the Placing Programme. Past performance is not a guide to future performance. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that are set out in the Prospectus. Information in this announcement or any of the documents relating to the Issue cannot be relied upon as a guide to future performance. The Issue timetable may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Issue will occur, and you should not base your financial decisions on the Company's intentions in relation to the Issue or the information contained in this announcement. The contents of this announcement are not to be construed as legal, business or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares and the Ordinary Shares have been subject to a product approval process, which has determined that such 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, it is expected that the New Ordinary Shares and the Ordinary Shares will only be marketed with respect to retail investors to professionally-advised and financially sophisticated non-advised retail investors, and further distributors should note that: the price of the New Ordinary Shares and the Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares and the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares and Ordinary 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 Issue or the Placing Programme.

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 New Ordinary Shares and the Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and the Ordinary Shares and determining appropriate distribution channels.

 

 

 

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