ACACIA MINING PLC - Posting of Scheme Document
PR Newswire
London, August 12
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
12 August 2019
RECOMMENDED SHARE OFFER
for
ACACIA MINING PLC
by
BARRICK GOLD CORPORATION
intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act
Posting of Scheme Document
On 19 July 2019, the Boards of Acacia Mining plc ("Acacia") and Barrick Gold Corporation ("Barrick") announced that they had reached agreement on the terms of a recommended offer by Barrick for the ordinary share capital of Acacia that Barrick does not already own (the "Acquisition"), which will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Capitalised terms in this Announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below).
Publication of the Scheme Document
The Board of Acacia is pleased to announce that the scheme document in relation to the Acquisition (the "Scheme Document") is today being published. The Scheme Document is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Acacia's website (https://www.acaciamining.com). A copy of the Scheme Document will also be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/NSM.
The Scheme Document, together with associated Forms of Proxy, will be posted to Acacia Shareholders today. The Scheme Document sets out, amongst other things, the full terms and conditions of the Acquisition, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events (also set out below), notices of the Court Meeting and General Meeting and details of the actions to be taken by Acacia Shareholders. Acacia is also posting the Scheme Document to participants in the Acacia Share Plans for information only and those persons with information rights.
Action Required
As detailed further in the Scheme Document, the Scheme is subject to the Conditions. To become effective, the Scheme requires, among other things, that the majority in number of the Scheme Shareholders present and voting (and entitled to vote) either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting.
Notices convening the Court Meeting and the General Meeting, to be held at the offices of Shearman & Sterling (London) LLP, 9 Appold Street, London, EC2A 2AP, on 3 September 2019 at 12.00 pm and 12.15 pm UK time respectively, are set out in the Scheme Document. Forms of Proxy for use at such Meetings are enclosed with the Scheme Document.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Acacia Shareholder opinion. Acacia Shareholders are therefore strongly encouraged to complete, sign and return their Forms of Proxy (once received) (or appoint a proxy through the CREST electronic proxy appointment service) as soon as possible in accordance with the instructions for doing so contained in the "Action to be taken" section of the Scheme Document.
Subject to the approval of Scheme Shareholders at the Court Meeting and Acacia Shareholders at the General Meeting, the sanction of the Scheme by the Court and the satisfaction or waiver of the other conditions to which the Scheme is subject, it is expected that the Scheme will become effective on around 17 September 2019.
Holders of Acacia Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
Shareholder Helpline
A shareholder helpline is available for Acacia Shareholders. If you have any questions about the Scheme Document, the Court Meeting, or the General Meeting, or how to complete the Forms of Proxy, please call Computershare Investor Services PLC on +44(0) 370 707 1895. Computershare Investor Services PLC is open from 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.
Please note that Computershare Investor Services PLC cannot provide comments on the merits of the Scheme or provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Timetable
The current expected timetable of principal events for the implementation of the Scheme is set out below and in the Scheme Document. The dates and times given are indicative only and are based on Acacia's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the key dates set out in the expected timetable changes, an announcement will be made through a Regulatory Information Service.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Event | Time and/or date |
| Publication of Scheme Document | 12 August 2019 |
| Latest time for lodging Forms of Proxy for the: | |
| Court Meeting (blue form) | 12 noon on 30 August 2019(1) |
| General Meeting (white form) | 12.15 p.m. on 30 August 2019(1) |
| Scheme Voting Record Time for the Court Meeting and the General Meeting | 6.00 p.m. on 30 August 2019(2) |
| Court Meeting | 12 noon on 3 September 2019 |
| General Meeting | 12.15 p.m. on 3 September 2019(3) |
| Court Hearing | 13 September 2019(4)(6) |
| Last day of dealings in and disablement in CREST of Acacia Shares on the London Stock Exchange | 16 September 2019(4)(6) |
| Suspension of dealings in and disablement in CREST of Acacia Shares | 5.00 p.m. on 16 September 2019(4)(6) |
| Scheme Record Time | 6.00 p.m. on 16 September 2019(4)(6) |
| Effective Date of the Scheme | 17 September 2019(4)(6) |
| Cancellation of listing of Acacia Shares on the main market of the London Stock Exchange | 8.00 a.m. on 18 September 2019(4)(6) |
| Issue of New Barrick Shares | 9.00 a.m. (EST) on 17 September 2019(4)(6) |
| Listing of New Barrick Shares on TSX and NYSE | 9.00 a.m. (EST) on 17 September 2019(4)(6) |
| New Barrick Shares registered through the DRS | 5.00 p.m. (EST) on 19 September 2019(4)(6) |
| Barrick CDIs credited to CREST accounts (in respect of Scheme Shares held in certificated form only) | 20 September 2019(4)(6 |
| Despatch of statements of entitlement relating to New Barrick Shares held through DRS (in respect of Scheme Shares held in certificated form only) and payment of fractional entitlements | Within 14 days of the Effective Date |
| Latest date by which Scheme must be implemented | 31 December 2019(5) |
Notes:
(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours (excluding any part of a day that is not a UK Business Day (as defined in the Scheme Document)) prior to the time appointed for the Court Meeting. Blue Forms of Proxy not so lodged may be handed to a representative of Computershare Investor Services PLC on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting, before the start of the Court Meeting.
If white Forms of Proxy for the General Meeting are not returned by such time, they will be invalid unless such Meeting is adjourned for not more than 48 hours (excluding any part of a day that is not a UK Business Day (as defined in the Scheme Document)), in which case white Forms of Proxy may be lodged not later than 48 hours (excluding any part of a day that is not a UK Business Day (as defined in the Scheme Document) before the time fixed for the adjourned General Meeting. Please see "Action to be taken" on page 2 of the Scheme Document.
(2) If either the Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time for the relevant adjourned meeting will be 48 hours (excluding any part of a day that is not a UK Business Day (as defined in the Scheme Document) prior to the time set for such adjourned meeting.
(3) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(4) These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions (as defined in the Scheme Document) are satisfied or (where applicable) waived, (ii) the Court sanctions the Scheme, and (iii) the Scheme Court Order sanctioning the Scheme is delivered to the Registrar of Companies.
(5) This is the latest date by which the Scheme may become effective unless Acacia and Barrick agree, and the UK Takeover Panel and, if required, the Court, permits, a later date.
(6) All dates and times are based on Acacia's and Barrick's current expectations and are subject to change. Acacia will announce any changes to these expected dates or times to the Acacia Shareholders through a Regulatory Information Service. All references in this document to times are to times in London, United Kingdom unless otherwise stated.
Shearman & Sterling (London) LLP are retained as legal advisers for Acacia. |
Important notices relating to Financial Advisers
J.P. Morgan Securities plc, which conducts its United Kingdom investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Acacia and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than Acacia for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to in this Announcement.
RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Acacia and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Acacia for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with the matters referred to in this Announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Transaction Committee of Acacia and for no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than the Transaction Committee of Acacia for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters referred to in this Announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to anyperson who is not a client of Lazard in connection with this Announcement, any statement contained herein or otherwise.
Further Information
This Announcement is for information purposes only and is not intended to, and does not, constitute or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law.
The Acquisition is being made solely through the Scheme Document (unless Barrick elects, with the consent of the Panel, to implement the Acquisition by way of Takeover Offer), which contains the full terms and conditions of the Acquisition, including details of how to vote at the Meetings in respect of the Acquisition. Any vote in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document. Acacia Shareholders are advised to read the Scheme Document carefully.
This Announcement does not constitute a prospectus or prospectus-equivalent document.
This Announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
About ACACIA
Acacia Mining plc (LSE:ACA) is the UK holding company of the Acacia Group, Tanzania's largest gold miner and one of the largest producers of gold in Africa. The Acacia Group has three mines, all located in north-west Tanzania: Bulyanhulu, which is owned and operated by Bulyanhulu Gold Mine Limited, Buzwagi, which is owned and operated by Pangea Minerals Limited and North Mara, which is owned and operated by North Mara Gold Mine Limited. The Acacia Group also has a portfolio of exploration projects in Kenya, Burkina Faso and Mali. Acacia Mining plc is a UK public company headquartered in London. It is listed on the Main Market of the London Stock Exchange with a secondary listing on the Dar es Salaam Stock Exchange. Barrick Gold Corporation is the majority shareholder of Acacia Mining plc.
Overseas jurisdictions
The release, publication or distribution of this Announcement in or into jurisdictions other than Canada, the United States and the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than Canada, the United States and the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular the ability of persons who are not citizens of and resident in Canada, the United States or the United Kingdom or who are subject to the laws of another jurisdiction, to vote their Acacia Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Relevant clearances have not been, and will not be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with applicable English law, certain applicable securities law in Canada and the United States, the Listing Rules, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of the UK.
Copies of this Announcement and formal documentation relating to the Acquisition will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. Each Acacia Shareholder is urged to consult their independent advisers regarding the legal, tax and financial consequences of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document and Acacia Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been mailed.
Additional information for US investors
The Acquisition is being made to acquire the securities of a UK company by means of a scheme of arrangement provided for under English company law. Any securities issued as a result of this Acquisition by means of a scheme of arrangement will be issued in reliance upon the exemption from the registration requirements of the US Securities Act of 1933 set forth in Section 3(a)(10) thereof, and will not be subject to the proxy solicitation and tender offer rules promulgated under the US Securities Exchange Act of 1934. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US federal securities laws. Except in relation to non-GAAP financial performance measures, the financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards ("IFRS") and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US ("US GAAP"). If Barrick exercises its right to implement the acquisition of the Acacia Shares by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations, including the registration requirements of the US Securities Act of 1933 and the tender offer rules under the US Securities Exchange Act of 1934.
US Holders of Acacia Shares also should be aware that the transaction contemplated herein may have tax consequences under the United States tax laws and, that such consequences, if any, are not described herein. US Holders are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Acquisition applicable to them.
It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Acacia is located in countries other than the US, and some or all of its officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
In accordance with normal UK practice, Barrick or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Acacia Shares, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website atwww.londonstockexchange.com.
Additional information for Canadian investors
The enforcement by Canadian Holders of civil liabilities under the Canadian securities laws may be affected adversely by the fact that Acacia is incorporated or organized under the laws of a jurisdiction other than Canada, that some or all of Acacia's officers and directors are and will be residents of countries other than Canada, that some or all of the experts named in this Announcement may be residents of countries other than Canada, and that all or a substantial portion of the assets of Acacia and such persons are and will be located outside Canada. As a result, it may be difficult or impossible for Canadian Holders to effect service of process within Canada upon Acacia and Acacia's respective officers or directors or the experts named herein, or to realize against them, upon judgements of the court of Canada predicated upon liabilities under Canadian securities laws. In addition, Canadian Holders should not assume that the courts of England and Wales: (a) would enforce judgments of Canadian courts obtained in actions against such persons predicated upon civil liabilities under Canadian securities laws; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the Canadian securities laws.
The distribution of the New Barrick Shares pursuant to the Acquisition will constitute a distribution of securities that is exempt from the prospectus requirements of Canadian securities law and is exempt from or otherwise is not subject to the registration requirements under applicable securities law. The New Barrick Shares received pursuant to the Acquisition will not be legended and may be resold through registered dealers in each of the provinces and territories of Canada provided that (i) the trade is not a "control distribution" as defined in Canadian securities law, (ii) no unusual effort is made to prepare the market or to create a demand for Barrick Shares, (iii) no extraordinary commission or consideration is paid to a person in respect of such sale, and (iv) if the selling security holder is an insider or officer of Barrick, as the case may be, the selling security holder has no reasonable grounds to believe that Barrick is in default of applicable Canadian securities law.
Canadian Holders should be aware that the Acquisition described in this Announcement may have tax consequences in Canada and should consult their own tax advisors to determine the particular tax consequences to them of the Acquisition in light of their particular circumstances, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local or other taxing jurisdiction.
Forward Looking Statements
This Announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of Acacia in any jurisdiction. This Announcement includes "forward-looking statements" that express or imply expectations of future events or results as opposed to historical facts. These statements include, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future production, operations, costs, projects, and statements regarding future performance. Forward-looking statements are generally identified by the words "plans," "expects," "anticipates," "believes," "intends," "estimates" and other similar expressions. All forward-looking statements involve a number of risks, uncertainties and other factors, many of which are beyond the control of Acacia, which could cause actual results and developments to differ materially from those expressed in, or implied by, the forward-looking statements contained herein. Factors that could cause or contribute to differences between the actual results, performance and achievements of Acacia include, but are not limited to, changes or developments in political, economic or business conditions or national or local legislation or regulation in countries in which Acacia conducts - or may in the future conduct - business, industry trends, competition, fluctuations in the spot and forward price of gold or certain other commodity prices (such as copper and diesel), currency fluctuations (including the US dollar, South African rand, Kenyan shilling and Tanzanian shilling exchange rates), Acacia's ability to successfully integrate acquisitions, Acacia's ability to recover its reserves or develop new reserves, including its ability to convert its resources into reserves and its mineral potential into resources or reserves, and to process its mineral reserves successfully and in a timely manner, Acacia's ability to complete land acquisitions required to support its mining activities, operational or technical difficulties which may occur in the context of mining activities, delays and technical challenges associated with the completion of projects, risk of trespass, theft and vandalism, changes in Acacia's business strategy and ongoing implementation of operational reviews, as well as risks and hazards associated with the business of mineral exploration, development, mining and production and risks and factors affecting the gold mining industry in general. Although Acacia's management believes that the expectations reflected in such forward-looking statements are reasonable, Acacia cannot give assurances that such statements will prove to be correct. Accordingly, investors should not place reliance on forward-looking statements contained in this Announcement. Any forward-looking statements in this Announcement only reflect information available at the time of preparation. Save as required under the Market Abuse Regulation or otherwise as may be required under applicable law, Acacia explicitly disclaims any obligation or undertaking publicly to update or revise any forward-looking statements in this Announcement, whether as a result of new information, future events or otherwise. Nothing in this Announcement should be construed as a profit forecast or estimate and no statement made should be interpreted to mean that Acacia's profits or earnings per share for any future period will necessarily match or exceed its historical published profits or earnings per share.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be available on Acacia's website at www.acaciamining.com. The content of the website referred to in this Announcement is not incorporated into and does not form part of this Announcement.
In accordance with Rule 30.3 of the Code, Acacia Shareholders may request a hard copy of this Announcement by contacting Computershare Investor Services PLC during business hours at +44(0) 370 707 1895 or by submitting a request in writing to Computershare Investor Services PLC, Corporate Actions Team, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made.
General
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.
