DJ Proposed Placing
M&G Credit Income Investment Trust plc (MGCI)
Proposed Placing
26-May-2020 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
26 May 2020
M&G Credit Income Investment Trust plc
Proposed Placing
The Board of M&G Credit Income Investment Trust plc (the "Company") has had
indicated to it by M&G Alternatives Investment Management Limited, the
Company's investment manager (the "Investment Manager"), that the recent
market dislocation arising as a result of the Covid-19 pandemic is
presenting favourable opportunities for investment. Whilst these had been in
the quoted debt market, the Investment Manager is now also seeing
significant opportunities opening up in the private debt markets, offering
investment-grade rated debt at levels not seen since the launch of the
Company. The Investment Manager has taken a prudent and patient capital
approach thus far in the selection of assets, and it is now well-placed to
take advantage of these new opportunities.
The Board and the Investment Manager believe it would be advantageous to
seek to raise additional capital to take advantage of these opportunities
and, therefore, the Board has decided to undertake a non pre-emptive placing
of new ordinary shares (the "Shares") (the "Placing"). The Investment
Manager is confident of its ability to deploy promptly the proceeds of the
Placing and to continue to meet the Company's current dividend policy. The
Placing is also expected to benefit the Company by enlarging its asset base
over which to spread the fixed operating costs and, potentially, improving
the liquidity for the Shares in the secondary market. The Board additionally
notes the ongoing demand for the Shares, with the Shares having traded on
average at a premium to net asset value per Share since the initial public
offering of the Company.
Any new Shares issued pursuant to the Placing will be issued at a price of
97.0 pence each, which represents a 2% premium to the last published
cum-income net asset value per Share, after adjustment for the interim
dividend that went ex-entitlement on 7 May 2020 (the "Placing Price").
Winterflood Securities Limited (" Winterflood") is acting as bookrunner to
the Company in relation to the Placing.
The expected timetable for the Placing is as follows:
2020
Placing opens 26 May
Placing closes 1.00 p.m. on 3 June
Results of Placing announced 3 June
Admission of new Shares 8.00 a.m. on 5 June
All Shares issued pursuant to the Placing will, when issued and fully paid,
confer the right to receive all dividends or other distributions declared,
if any, by reference to a record date after the date of their issue and in
all other respects will rank pari passu with the existing Shares.
The Company may issue up to a maximum of 26 million Shares pursuant to the
Placing, being the maximum capacity available to the Company without
publishing a prospectus.
Applications will be made for the new Shares issued pursuant to the Placing
to be admitted to listing on the premium segment of the Official List of the
Financial Conduct Authority and to trading on the premium segment of the
main market for listed securities of London Stock Exchange plc
("Admission"). It is expected that dealings in the new Shares will commence
at 8.00 a.m. on 5 June 2020. The new Shares will be issued in registered
form and may be held in uncertificated form.
Participation in the Placing will only be available to persons in the United
Kingdom and member states of the European Economic Area who are qualified
investors as defined in article 2(e) of Regulation (EU) 2017/1129 (the
"Prospectus Regulation") ("Qualified Investors"). Qualified Investors should
communicate their firm interest to their usual sales contact at Winterflood.
The Placing will be made through Winterflood, subject to the terms and
conditions (the "Terms and Conditions") set out below in the appendix to
this announcement. The decision to allot new Shares to any Qualified
Investor pursuant to the Placing shall be at the absolute discretion of
Winterflood (in consultation with the Company and the Investment Manager).
By making an offer to subscribe for new Shares under the Placing, investors
will be deemed to have accepted the Terms and Conditions. An investor that
has made an offer to subscribe for new Shares under the Placing accepts that
following the closing of the bookbuild such offer shall be irrevocable. Upon
being notified of its allocation of new Shares in the Placing, an investor
shall be contractually committed to acquire the number of new Shares
allocated to it at the Placing Price.
The Placing is not being underwritten.
Winterflood, in agreement with the Company and the Investment Manager, may
choose to accept applications, either in whole or in part, on the basis of
allocations determined, and may scale down any applications for this
purpose, on such basis as the Company and Winterflood may determine.
Winterflood may also, notwithstanding the above, subject to the prior
consent of the Company: (i) allocate new Shares after the time of any
initial allocation to any person submitting an application after that time;
and (ii) allocate new Shares after the bookbuild has closed to any person
submitting an application after that time.
For further information please contact:
Winterflood Securities Limited 020 3100 0000
Darren Willis
Neil Morgan
Chris Mills
M&G Credit Income Investment Trust plc LEI: 549300E9W63X1E5A3N24
The information contained within this announcement constitutes inside
information. The person responsible for arranging for the release of this
announcement on behalf of the Company is Nicola Lambourne of Link Company
Matters Limited, Company Secretary.
Important Notice
The content of this announcement has been prepared by, and is the sole
responsibility of, M&G Credit Income Investment Trust plc.
The information contained in this announcement is given at the date of its
publication 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.
The Shares that are the subject of the Placing are not being offered or sold
to any person in the European Economic Area and the United Kingdom other
than persons who are both: (A) Qualified Investors which includes legal
entities which are regulated by the Financial Conduct Authority or entities
which are not so regulated whose corporate purpose is solely to invest in
securities and; (B) persons to whom the new Shares may lawfully be marketed
under the EU Alternative Investment Fund Managers Directive (No. 2011/61/EU)
(the "AIFM Directive") or under any applicable implementing legislation of
the member state of the European Economic Area in which such person is
domiciled or in which such person has a registered office.
Members of the public are not eligible to take part in the Placing. This
announcement (including the Appendix) and the terms and conditions set out
herein are for information purposes only and directed only at: (A) Qualified
Investors; (B) in the United Kingdom, Qualified Investors who are (a)
"investment professionals" falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO")
or "high net worth companies, unincorporated associations etc" falling
within Articles 49(2)(A) to (D) of the FPO; or are persons to whom it may
otherwise be lawfully communicated and (b) are a "professional client" or an
"eligible counterparty" within the meaning of Chapter 3 of the Financial
Conduct Authority's Conduct of Business Sourcebook; or (C) other persons to
whom they may be lawfully communicated (all such persons together being
referred to as "Relevant Persons"). This announcement (including the
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
the Appendix) and the terms and conditions set out herein relates is
available only to, and will be engaged in only with, Relevant Persons. This
announcement (including the Appendix) is for information purposes only and
does not itself constitute an offer for sale or subscription of any
securities in the Company. If persons are in any doubt as to whether they
are a Relevant Person they should consult a professional adviser for advice.
The new Shares have not been registered and will not be registered in the
(MORE TO FOLLOW) Dow Jones Newswires
May 26, 2020 02:00 ET (06:00 GMT)
DJ Proposed Placing -2-
United States under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), the U.S. Investment Company Act of 1940, as amended, (the
"Investment Company Act") or any other applicable securities laws and may
not be offered, sold, exercised, resold, transferred or delivered, directly
or indirectly, in or into the United States or to or for the account or
benefit of any US Person (within the meaning of Regulation S under the
Securities Act), 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, and under circumstances that that would
not result in the Company being in violation of the Investment Company Act.
There will be no public offer of the new Shares in the United Kingdom, the
United States or elsewhere. The new Shares are being offered and sold
outside the United States to non U.S. Persons in offshore transactions in
reliance on the exemption from the registration requirements of the
Securities Act provided by Regulation S thereunder. The new Shares have not
been approved or disapproved by the United States Securities and Exchange
Commission, any state securities commission in the United States or any
other U.S. regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the new Shares
pursuant to the Placing or the accuracy or adequacy of this announcement.
Any representation to the contrary is a criminal offence in the United
States.
This announcement (including the Appendix) does not constitute an offer to
sell or issue or a solicitation to buy or subscribe for new Shares in any
jurisdiction including, without limitation, the United States, Canada,
Australia, New Zealand, the Republic of South Africa, Japan or any other
jurisdiction in which such offer or solicitation is or may be unlawful (an
"Excluded Territory"). This announcement (including the Appendix) is not for
publication, release or distribution, directly or indirectly, in whole or in
part, to U.S. Persons or to persons in an Excluded Territory.
The distribution of this announcement (including the Appendix), and/or the
issue of new Shares in certain jurisdictions may be restricted by law and/or
regulation. No action has been taken by the Company, Winterflood or the
Investment Manager or any of their respective affiliates that would permit
an offer of Shares pursuant to the Placing in any jurisdiction where action
for that purpose is required. Persons receiving this announcement are
required to inform themselves about and to observe any such restrictions.
Certain statements made in this announcement are forward-looking statements.
These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Such statements are based on
current expectations and assumptions and are subject to a number of risks
and uncertainties that could cause actual events or results to differ
materially from any expected future events or results expressed or implied
in these forward-looking statements.
The information contained in this announcement is subject to change without
notice and the Company does not take any responsibility or obligation nor
does it intend to revise or update publicly or review any of the
forward-looking statements in this announcement to reflect events or
circumstances after the date of this announcement (except to the extent
required by the Financial Conduct Authority , London Stock Exchange plc or
by applicable law). Prospective investors should not place undue reliance on
forward-looking statements, which speak only as of the date of this
announcement, as a prediction of actual results or otherwise.
Winterflood, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting only for the Company in connection
with the matters described in this announcement and is not acting for or
advising any other person, or treating any other person as its client, in
relation thereto and will not be responsible for providing the regulatory
protection afforded to clients of Winterflood or advice to any other person
in relation to the matter contained herein.
None of the Investment Manager or Winterflood, or any of their respective
affiliates, 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 aside from the responsibilities and
liabilities, if any, which may be imposed by the Financial Services and
Markets Act as amended (the "FSMA"), or the regulatory regime established
thereunder or any other applicable regulatory regime. The Investment Manager
and Winterflood and their respective affiliates 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.
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 ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; 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 Shares have been subject to a product approval process,
which has determined that the Shares which may be issued pursuant to the
Placing 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 Directive 2014/65/EU; and (ii) eligible
for distribution through all distribution channels as are permitted by
Directive 2014/65/EU (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Shares may decline and investors could lose all or part of
their investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the 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, Winterflood 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 Directive 2014/65/EU; 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 Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Shares and determining appropriate distribution
channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
1) INTRODUCTION
1) By participating in the Placing each applicant for Shares (a
"Placee") is deemed to have read and understood this announcement (the
"Announcement") including this appendix (the "Appendix") in its entirety
and to be providing the representations, warranties, undertakings,
agreements and acknowledgements contained in this Appendix.
2) Each Placee which confirms its agreement (whether orally or in writing)
to Winterflood to subscribe for Shares under the Placing will be bound by
these Terms and Conditions and will be deemed to have accepted them.
3) Winterflood may require any Placee to agree to such further terms
and/or conditions and/or give such additional warranties and/or
representations as it (in its absolute discretion) sees fit and may
require any such Placee to execute a separate placing letter. The terms
and conditions contained in any such placing letter shall be supplemental
and in addition to the Terms and Conditions contained in this Appendix.
2) AGREEMENT TO SUBSCRIBE FOR SHARES
1) Conditional on:
1) Admission occurring and becoming effective by 8.00 a.m. on 5 June 2020
(or such later time and/or date as the Company and Winterflood may agree,
not being later than 12 June 2020);
2) the Placing not having been terminated on or before the date of
Admission; and
3) Winterflood confirming to the Placees their allocation of Shares,
(MORE TO FOLLOW) Dow Jones Newswires
May 26, 2020 02:00 ET (06:00 GMT)
DJ Proposed Placing -3-
a Placee agrees to become a member of the Company and agrees to subscribe
for those Shares allocated to it by Winterflood at the Placing Price. 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.
2) Any commitment to acquire Shares under the Placing agreed orally with
Winterflood, as agent for the Company, will constitute an irrevocable,
legally binding commitment upon that person (who at that point will become
a Placee) in favour of the Company and Winterflood, to subscribe for the
number of Shares allocated to it on the terms and subject to the
conditions set out in these Terms and Conditions and in a contract note
(the "Contract Note") and in accordance with the articles of association
of the Company. Except with the consent of Winterflood, such oral
commitment will not be capable of variation or revocation after the time
at which it is made.
3) Each Placee's allocation of Shares under the Placing will be evidenced
by a Contract Note confirming: (i) the number of Shares that such Placee
has agreed to acquire; (ii) the aggregate amount that such Placee will be
required to pay for such Shares; and (ii) settlement instructions to pay
Winterflood, as agent for the Company. The provisions as set out in these
Terms and Conditions will be deemed to be incorporated into that Contract
Note.
3) PAYMENT FOR SHARES
1) Each Placee undertakes to pay the Placing Price for the Shares issued
to the Placee in the manner and by the time directed by Winterflood. In
the event of any failure by any Placee to pay as so directed and/or by
the time required by Winterflood, the relevant Placee's application for
Shares may, at the discretion of Winterflood, either be accepted or
rejected and, in the former case, paragraph 4.6 and/or 7.5 below shall
apply.
4) PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
1) Prospective Placees will be identified and contacted by Winterflood.
2) The latest time and date for receipt of commitments under the Placing
is 1.00 p.m. (London time) on 3 June 2020. Winterflood reserves the right
to bring this date forward, or to extend the timetable at its discretion.
3) Winterflood will re-contact and confirm orally or by email to Placees
the size of their respective allocations and a Contract Note will be
dispatched as soon as possible thereafter. Winterflood's confirmation of
the size of allocations and each Placee's oral commitment to accept the
same or such lesser number as determined in accordance with paragraph 4.4
below will constitute a legally binding agreement pursuant to which each
such Placee will be required to accept the number of Shares allocated to
the Placee at the Placing Price and otherwise on the terms and subject to
the conditions set out in this Appendix.
4) Winterflood (after consultation with the Company) reserves the right to
scale back the number of Shares to be subscribed by any Placee in the
event of an oversubscription in the Placing. The Company and Winterflood
also reserve the right not to accept offers to subscribe for Shares or to
accept such offers in part rather than in whole. Winterflood shall be
entitled to effect the Placing by such method as it shall in its sole
discretion determine. To the fullest extent permissible by law, neither
Winterflood, nor any holding company of Winterflood, nor any subsidiary,
branch or affiliate of Winterflood (each an "Affiliate") nor any person
acting on behalf of any of the foregoing shall have any liability to
Placees (or to any other person whether acting on behalf of an Placee or
otherwise). In particular, neither Winterflood, 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. No commissions will be paid to
Placees or directly by Placees in respect of the Shares. Under the terms
of the Company's engagement letter with Winterflood, the Company shall pay
Winterflood a commission equal to a proportion of the gross proceeds
raised from Placees.
5) Each Placee's obligations will be owed to the Company and to
Winterflood. Following the oral or email confirmation referred to above,
each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to Winterflood, to pay to Winterflood (or as Winterflood
may direct) in cleared funds an amount equal to the product of the Placing
Price and the number of Shares which such Placee has agreed to acquire
under the Placing. Commitments under the Placing, once made, cannot be
withdrawn without the consent of the directors of the Company (the
"Directors"). The Company shall allot such Shares to each Placee (or to
Winterflood for onward transmission to the relevant Placee) following each
Placee's payment to Winterflood of such amount.
6) Each Placee agrees to indemnify on demand and hold each of Winterflood,
the Company and the Investment Manager and its 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 acknowledgements, undertakings,
representations, warranties and agreements set forth in these Terms and
Conditions as supplemented by any Placing Letter.
7) All obligations of Winterflood under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions".
5) CONDITIONS
1) If the Placing does not become unconditional, the Placing will lapse
and each Placee's rights and obligations under the Placing shall cease and
terminate at such time and no claim may be made by a Placee in respect
thereof. Winterflood shall have no 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 relating to the
Placing.
2) By participating in the Placing, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above
and will not be capable of rescission or termination by the Placee.
3) By participating in a Placing, each Placee agrees with Winterflood that
the exercise by Winterflood of any right of termination or other
discretion shall be within the absolute discretion of Winterflood and that
Winterflood needs not make any reference to the Placee in this regard and
that, to the fullest extent permitted by law, Winterflood shall not have
any liability whatsoever to the Placee in connection with any such
exercise.
6) NO PROSPECTUS
1) The Placing is only available to Relevant Persons that are identified
and contacted by Winterflood and the Shares will only be offered in such a
way as to not 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 Financial Conduct Authority in relation to the Placing and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and information
that has been published by the Company in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules and certain
business and financial information the Company is required to publish in
accordance with the rules and practices of the Financial Conduct Authority
(collectively "Exchange Information").
2) Each Placee, by accepting a participation in the Placing, agrees that
the content of this Announcement, including this Appendix, is exclusively
the responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the Exchange
Information), representation, warranty, or statement made by or on behalf
of the Company or Winterflood, or the Investment Manager or any other
person and none of the Company, Winterflood or the Investment Manager 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 Placee 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, and confirms that it has understood the
risks of investing in the Company and acquiring Shares. Each Placee also
acknowledges that it has had an opportunity to review and access the
information on the Company's ongoing charges detailed in the Exchange
Information. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.
7) REGISTRATION AND SETTLEMENT
1) Settlement of transactions in the new Shares following Admission will
take place within the CREST system, using the DVP mechanism, subject to
certain exceptions. Winterflood reserves the right to require settlement
for and delivery of the new Shares (or a portion thereof) to Placees by
such other means as it may deem necessary, if delivery or settlement is
not possible or practicable within the CREST system within the timetable
set out in the Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
2) Each Placee allocated Shares in the Placing will be sent a Contract
Note stating the number of Shares allocated to it, the aggregate amount
owed by such Placee to Winterflood (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 the settlement instructions in the Contract Note or as otherwise
directed by Winterflood.
3) It is expected that settlement in respect of the new Shares will be on
(MORE TO FOLLOW) Dow Jones Newswires
May 26, 2020 02:00 ET (06:00 GMT)
DJ Proposed Placing -4-
a T+2 basis in accordance with the instructions set out in the Contract
Note.
4) 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 2 percentage points above the base rate of Barclays Bank Plc.
5) Each Placee is deemed to agree that if it does not comply with these
obligations, Winterflood may sell any or all of the Shares allocated to
the Placee on such Placee's behalf and retain from the proceeds, for their
own account and profit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The Placee
will, however, remain liable for any shortfall below the aggregate amount
owed by such Placee and it may be required to bear any tax or other
charges (together with any interest or penalties) which may arise upon the
sale of such Shares on such Placee's behalf. By communicating an
application for Shares, each Placee confers on Winterflood all such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which Winterflood lawfully takes in
pursuance of such sale.
6) If Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the Contract Note is copied and delivered
immediately to the relevant person within that organisation.
7) Insofar as Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Shares will, subject as
provided below, be so registered free from any liability to UK stamp duty
or stamp duty reserve tax or securities transfer tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve tax or
securities transfer tax is payable in respect of the issue of the Shares,
neither Winterflood nor the Company shall be responsible for the payment
thereof. Placees will not be entitled to receive any fee or commission in
connection with the Placing.
8) REPRESENTATIONS AND WARRANTIES
By agreeing to subscribe for Shares under the Placing, each Placee which
enters into a commitment to subscribe for Shares will (for itself and for
any person(s) procured by it to subscribe for Shares and any nominee(s) for
any such person(s)) be deemed to acknowledge, undertake, represent and
warrant to each of the Company, Winterflood, and the Investment Manager
that:
1) it has read this Announcement, including this Appendix, in its entirety
and acknowledges that its acquisition of Shares is subject to and based
upon all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate this
Announcement (including this Appendix);
2) no offering document or prospectus has been prepared in connection with
the placing of the Shares and it has not received a prospectus or other
offering document in connection therewith;
3) the Company's shares are listed on the premium segment of the Official
List of the Financial Conduct Authority and the Company is therefore
required to publish the Exchange Information, which includes a description
of the nature of the Company's business and the Company's most recent
financial statements 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) it is relying solely on this Announcement (including this Appendix) and
the Exchange Information published by the Company prior to Admission of
the Shares issued pursuant to the Placing and not on any other information
given, or representation or statement made at any time, by any person
concerning the Company or the Placing;
5) 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) it does not have a registered address in, and is not a citizen,
resident or national of, any jurisdiction in which it is unlawful to make
or accept an offer of the Shares pursuant to the Placing and it is not
acting on a non-discretionary basis for any such person;
7) it has carefully read and understands this Announcement, including this
Appendix, in its entirety and acknowledges that it is acquiring Shares
subject to these Terms and Conditions, the Contract Note and the articles
of association of the Company as in force;
8) the price payable per Share is payable to Winterflood on behalf of the
Company in accordance with the terms of these Terms and Conditions and in
the Contract Note;
9) it has the funds available to pay for in full the Shares for which it
has agreed to subscribe and it will pay the total subscription amount in
accordance with the terms set out in these Terms and Conditions and as set
out in the Contract Note on the due time and date;
10) it has not relied on Winterflood or any person affiliated with
Winterflood in connection with any investigation of the accuracy of any
information contained in this Announcement or otherwise;
11) the content of this Announcement, including this Appendix, and the
Exchange Information is exclusively the responsibility of the Company and
(in respect of the Exchange Information) in addition to the Company, the
persons stated therein as accepting responsibility, and apart from the
liabilities and responsibilities, if any, which may be imposed on
Winterflood under any regulatory regime, none of the Investment Manager,
Winterflood nor any person acting on their behalf nor any of their
Affiliates makes any representation, express or implied, nor accepts any
responsibility whatsoever for the contents of this Announcement and the
Exchange Information nor for any other statement made or purported to be
made by them or on its or their behalf in connection with the Company, the
Shares or the Placing;
12) no person is authorised in connection with the Placing to give any
information or make any representation other than as contained in this
Announcement and, if given or made, any information or representation must
not be relied upon as having been authorised by Winterflood, the Company
or the Investment Manager;
13) it is not applying as, nor is it applying as nominee or agent for, a
person who is or may be liable to notify and account for tax under the
Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates
referred to in section 67, 70, 93 or 96 (depository receipts and clearance
services) of the Finance Act 1986 and the Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer
Shares into a clearance system;
14) if the laws of any territory or jurisdiction outside the United
Kingdom are applicable to its agreement to subscribe for Shares under the
Placing, that it has complied with all such laws, obtained all
governmental and other consents which may be required, complied with all
requisite formalities and paid any issue, transfer or other taxes due in
connection with its application in any territory and that it has not taken
any action or omitted to take any action which will result in the Company,
Winterflood or the Investment Manager or any of their respective officers,
agents, employees or affiliates acting in breach of the regulatory or
legal requirements, directly or indirectly, of any territory or
jurisdiction outside the United Kingdom in connection with the Placing;
15) it accepts that none of the Shares have been or will be registered
under the securities laws, or with any securities regulatory authority
other than of the United Kingdom and that the Shares may not be offered,
sold, issued or delivered, directly or indirectly, within any Excluded
Territory unless an exemption from any registration requirement is
available;
16) if it is outside the United Kingdom, this Announcement (including this
Appendix) does not constitute an invitation, offer or promotion to, or
arrangement with, it or any person whom it is procuring to subscribe for
Shares pursuant to the Placing unless, in the relevant territory, such
offer, invitation or other course of conduct could lawfully be made to it
or such person and such documents or materials could lawfully be provided
to it or such person and Shares could lawfully be distributed to and
subscribed and held by it or such person without compliance with any
unfulfilled approval, registration or other regulatory or legal
requirements;
17) it, nor the prospective beneficial owner of the Shares, does not have
a registered address in, and is not a citizen, resident or national of an
Excluded Territory or any jurisdiction in which it is unlawful to make or
accept an offer of the Shares and it is not acting on a non-discretionary
basis for any such person;
18) 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 FSMA and other applicable law; (b) 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), and other applicable law, the Terrorism
Act 2006, the Money Laundering Regulations 2007 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer) 2017
Regulations; and (c) it is not a person: (i) 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;
(ii) named on the Consolidated List of Financial Sanctions Targets
(MORE TO FOLLOW) Dow Jones Newswires
May 26, 2020 02:00 ET (06:00 GMT)
maintained by HM Treasury of the United Kingdom; or (iii) 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 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 Winterflood such evidence, if any, as to the identity or location or legal status of any person which Winterflood 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) in the form and manner requested by Winterflood on the basis that any failure by it to do so may result in the number of 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 Winterflood may decide at its sole discretion; 19) if it is a financial intermediary, as that term is used in Article 5 of the Prospectus Regulation, that the 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 European Economic Area or the United Kingdom other than Qualified Investors, or in circumstances in which the prior consent of Winterflood has been given to the offer or resale; 20) it has not offered or sold and will not offer or sell any Shares to be issued pursuant to the Placing to persons in the European Economic Area or the United Kingdom 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 European Economic Area or the United Kingdom within the meaning of the Prospectus Regulation; 21) if it is in a member state of the European Economic Area or the United Kingdom, unless otherwise specifically agreed in writing with Winterflood, it is a Qualified Investor as defined in the Prospectus Regulation and that it is a person to whom the Shares may lawfully be marketed to under any applicable legislation implementing the AIFM Directive; 22) if it is within the United Kingdom, it is (a) a person who falls within (i) Article 49(2)(A) to (D) or (ii) Article 19(5) of the FPO or is a person to whom the Shares may otherwise lawfully be offered under the FPO, 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, that it is a person to whom the Shares may be lawfully offered under that other jurisdiction's laws and regulations and (b) a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the Financial Conduct Authority's Conduct of Business Sourcebook; 23) it and any person acting on its behalf is entitled to acquire the Shares under the Placing 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; 24) where it is acquiring Shares under the Placing for one or more managed accounts, it is authorised in writing by each managed account: (i) to acquire the 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 placing letter relating to the Placing in the form provided to it by Winterflood; 25) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and acknowledges and agrees that no documents are being issued by Winterflood in its capacity as an authorised person under section 21 of FSMA and such documents may not therefore be subject to the controls which would apply if they were made or approved a financial promotion by an authorised person; 26) 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 Shares to be issued pursuant to the Placing in, from or otherwise involving, the United Kingdom; 27) unless it is otherwise expressly agreed with the Company and Winterflood, it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this document to any persons within the United States or to any U.S. Persons, nor will it do any of the foregoing; 28) it represents, acknowledges and agrees to the representations, warranties and agreements as set out under the heading "United States Purchase and Transfer Restrictions" in paragraph 9 below; 29) it acknowledges that neither Winterflood nor any of its respective affiliates nor any person acting on its or their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing or is on the basis that it is not and will not be a client of Winterflood and that Winterflood does not have any duties or responsibilities to it for providing protection afforded to their respective clients or for providing advice in relation to the Placing; 30) the person whom it specifies for registration as holder of the Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither Winterflood 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 Winterflood in respect of the same on the basis that the Shares will be allotted to the CREST stock account of Winterflood who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions; 31) save in the event of fraud on the part of Winterflood, none of Winterflood, its ultimate holding companies nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective directors, members, partners, officers and employees, shall be responsible or liable to a Placee or any of its clients for any matter arising out of Winterflood's role as financial adviser and bookrunner or otherwise in connection with the Placing and that where any such responsibility or liability nevertheless arises as a matter of law the Placee and, if relevant, its clients, will immediately waive any claim against any of such persons which the Placee or any of its clients may have in respect thereof; 32) it accepts that if the Placing does not proceed or the conditions to the Placing are not satisfied as regards the placing or the Shares for which valid applications are received and accepted are not admitted to trading on the London Stock Exchange plc's main market for any reason whatsoever, then none of Winterflood or the Company or the Investment Manager, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person; 33) if it is acting as a "distributor" (for the purposes of MiFID II Product Governance Requirements): 1) it acknowledges that the Target Market Assessment undertaken by the Investment Manager and Winterflood 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 Shares and each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels; 2) notwithstanding any Target Market Assessment undertaken by the Investment Manager and Winterflood, it confirms that, other than where it is a providing an execution-only service to investors, it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Shares and that is has considered the compatibility of the risk/reward profile of such Shares with the end target market; and 3) it acknowledges that the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the 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
(MORE TO FOLLOW) Dow Jones Newswires
May 26, 2020 02:00 ET (06:00 GMT)
© 2020 Dow Jones News
