THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO, THE
UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the Prospectus and not in reliance on this
announcement. Copies of the Prospectus, subject to any applicable
law, will shortly be available for viewing at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website. This announcement does not
constitute, and may not be construed as, an offer to sell or an
invitation to purchase investments of any description or a
recommendation regarding the issue or the provision of investment
advice by any party. No information set out in this announcement is
intended to form the basis of any contract of sale, investment
decision or any decision to purchase shares in the Company.
23 September 2021
Castelnau Group
Limited
Initial Public
Offering on the Specialist Fund Segment of the LSE’s Main Market
and Publication of Prospectus
Castelnau Group Limited (“Castelnau” or the
“Company”) today announces that it has published a
prospectus (the “Prospectus”) in connection with an initial
public offering (“IPO”) to admit its shares to the
Specialist Fund Segment (“SFS”) of the London Stock
Exchange’s Main Market. Castelnau is targeting an issue in excess
of 170 million ordinary shares of no par value ("Ordinary
Shares") at a price of £1.00 per Ordinary Share via an initial
placing (“Initial Placing”), an offer for
subscription (“Offer for Subscription”) (together the
“Initial Issue”) and the issue of Ordinary Shares as
consideration for the acquisition of a seed portfolio
(“Consideration Shares”). A subsequent placing
programme (the “Placing Programme”) will allow the Company
to issue up to a further 300 million shares, in aggregate, in the
twelve months from the date of the Prospectus.
Castelnau was incorporated with limited liability in Guernsey
under the Companies Law on 13 March
2020 as a closed-ended company limited by shares. The
Company’s investment objective is to compound shareholders’ capital
at a higher rate of return than the FTSE All Share Total Return
Index over the long term.
Phoenix Asset Management Partners Limited (“Phoenix” or the “Investment
Manager”) will be the Investment Manager to the Company, led by
Gary Channon (CIO and CEO of
Phoenix). Phoenix manages approximately £1.3 billion
across three funds; the Phoenix UK Fund, Aurora Investment Trust
Plc, and the Huginn Fund.
Castelnau currently holds investments in two unlisted companies,
Rawnet and Ocula Technologies, with existing clients of the
Investment Manager committing to transfer holdings in four
underlying investee portfolio companies (Dignity Plc, Hornby Plc,
Phoenix S.G. Limited (the principal asset of which is a 58.1 per
cent holding in Stanley Gibbons Group plc), and WLS International
Ltd) on Initial Admission (the "Target Assets"), in exchange
for the issue of the Consideration Shares.
Key highlights and investment
rationale
- Proven track record and governance – Castelnau will
benefit from the Investment Manager’s experience of value investing
over the past twenty-three years, with value investor Gary Channon as CIO. The Phoenix UK Fund has
outperformed the FTSE All-Share by more than 6% per annum (gross)
since inception in 1998, generating an 11.6% annualised gross
return. Furthermore, at least one director from Phoenix will sit on the board of each of
Castelnau’s portfolio companies serving to maintain the investment
and transformation ethos across the portfolio.
- Experienced and committed cornerstone investor – Sir
Peter Wood, British entrepreneur and
innovator, has committed to make a cornerstone investment of £25
million in the Initial Placing, via his wholly owned and controlled
investment vehicle SPWOne. Sir Peter has a long track record of
entrepreneurial success, founding, building, and investing in
disruptive businesses and brands including Direct Line Insurance
and Gocompare.com. Furthermore, the Investment Manager has entered
into non-binding heads of terms with SPWOne to establish a proposed
50/50 joint venture between the Company and SPWOne to identify new
investment opportunities to which the Castelnau toolbox of
knowledge and techniques can be applied along with Sir Peter’s
business expertise and acumen.
- Clear and direct investment methodology – Benefitting
from the experience of Phoenix,
Castelnau is clear in its investment approach for generating value
creation: identify traditional businesses that are suffering from
digitisation of commerce; apply a proprietary toolbox of methods to
transform these businesses into valuable winners; generate
significant upside shareholder value; hold for the very long-term
and continue to re-invest capital at high rates of return; and
lastly, to float minority positions to recognise value.
- Significant upside to intrinsic value - Castelnau’s
holdings will be seeded from Phoenix-managed funds and include four
companies (including holdings in three listed entities) which the
Investment Manager has significant control or influence over and
where it sees the biggest upside to the intrinsic value.
- Attractive valuation of private assets - The fund will
contain three private holdings, with potential to add a further
substantial position via the joint venture with SPWOne. WLS
International (Cambium Group) is being seeded at a post-pandemic
valuation as weddings were severely impacted in 2020 and the first
half of 2021. Recent trading has been significantly above
pre-pandemic levels, offering significant scope for near-term
valuation uplifts.
Joanne Peacegood, Independent Chair of
Castelnau, said:
“Listing Castelnau on the London Stock Exchange is an important
next step for the Company and our investors. The growth
potential of Castelnau’s traditional businesses and enabling
companies is hugely exciting and we anticipate generating
attractive returns for our shareholders by using the Investment
Manager's toolbox of modern techniques to transform old economy
businesses into valuable long-term winners. We are
obviously delighted that an entrepreneur as respected as Sir
Peter Wood is not only making a
cornerstone investment in Castelnau via SPWOne but is also bringing
his vast experience and expertise to help develop the Group’s
businesses and identify new investment opportunities.
Together with the unique and highly successful approach of
Phoenix and Gary Channon as our Investment Manager, it’s a
compelling combination which should benefit all Castelnau
stakeholders.”
Gary
Channon, CIO and CEO of Phoenix Asset Management Partners
Limited, said:
“Phoenix’s success is based on an investment approach which has
been continuously refined through experience, and which has
delivered returns well in excess of the market. Castelnau is an
evolution of that approach applied to whole companies. This is
something we have done within Phoenix for a number of years as we have
developed and applied a business philosophy along with a toolbox of
techniques and methodologies to transform investee companies.
Castelnau will build on that work as we continue the transformation
of the holdings within the initial portfolio and identify new
businesses with a sound core franchise but are suffering from the
changes going on in commercial life, such as the rise of ecommerce
which can be transformed through embracing the best of modern
techniques. It’s an approach which will enable them to thrive
and deliver value beyond their current valuations. We’re very
pleased to be joining forces with Sir Peter and that Castelnau will
be able to benefit from the outstanding track record that he and
the SPWOne team have in building market leading brands,
transforming industries through digitisation and creating
significant value.”
Sir Peter
Wood, Chairman of SPWOne, said:
“Over more than twenty years, Gary has built up a fantastic
track record of long-term outperformance, delivering excellent
returns for investors through Phoenix’s bespoke approach of
exceptionally in-depth analysis of undervalued companies.
I’ve known Gary for many years and we share the same long-term
outlook and belief in the importance of building great British
companies over time, rather than simply focusing on the
short-term. The growth opportunities for Castelnau and its
businesses are considerable and I’m very much looking forward to
working with the Company and with Phoenix to ensure that they are successfully
realised.”
The Company
Castelnau was incorporated with limited liability in Guernsey on
13 March 2020 as a closed-ended
company limited by shares. The Company’s investment objective is to
compound shareholders’ capital at a higher rate of return than the
FTSE All Share Total Return Index over the long term.
Target Return: The Company will seek to grow the
long-term shareholder value of its portfolio companies through
direct engagement. The Company’s investment objective is one of
capital growth and it is anticipated that returns for shareholders
will derive primarily from capital gains. Castelnau will target 10
to 15 per cent. more per annum than the return of the FTSE
All-Share Total Return Index and a minimum Net Asset Value total
return of 20 per cent. per annum.
Investment Policy: The Company will draw on the
knowledge, experience, and expertise accumulated by the Investment
Manager over the past twenty-three years. The Company will follow a
high conviction investment strategy. Companies in Castelnau’s
portfolio will typically have the following five core
characteristics:
- supplying products or services that are or have the potential
to be ‘best in class’;
- an addressable market much greater than its current customer
base;
- capable of benefiting significantly from digitisation;
- a culture that would benefit from modernisation; and
- trading at a price that doesn’t reflect its future value
potential.
Initial Portfolio: Following Initial Admission and the
acquisition of the Target Assets, the initial portfolio
(“Initial Portfolio”) will comprise investments in:
Portfolio Company |
Market |
% of Co. held |
Description and Investment
case |
Dignity Plc |
Premium Main |
Up to 19.0% |
The UK’s leading funeral provider
with Gary Channon as CEO. Has a significant opportunity to grow the
business by building a winning price and service proposition,
making better use of its crematorium assets and using the internet
to grow its customer base. |
Hornby Plc |
AIM |
Up to 49.7% |
Hobby and toy business which owns
brands including Hornby, Airfix and Scalextric. Attractive
long-term potential to take its portfolio of brands to a global
market as it connects to and grows its passionate hobbyists. |
Phoenix SG Limited |
Private company but main asset is
AIM quoted |
31% |
Phoenix SG Limited is a
private holding company, the principal asset of which is an
approximately 58.1 per cent. holding in The Stanley Gibbons Group
plc ("Stanley Gibbons").
Stanley Gibbons is a UK business trading in stamps, coins, medals
and banknotes. From the new foundation created it has the potential
to build on its world leading reputation, to reach a bigger
audience for stamps and coins, grow its auction business and make
more of its heritage, intellectual property, and unique lifetime
guarantee. |
WLS International Ltd |
Private |
19% |
WLS International Ltd
is a private holding company which is the parent company of The
Cambium Group UK Holdings Limited (the "Cambium Group").
The Cambium Group is one of the UK's leading wedding gift
businesses, operating wedding gift list services, an online
homeware outlet and a wedding planning and resource platform.
Strong trading coming out of the pandemic with revenues nearly
double 2019 peak. Low post pandemic valuation offers significant
upside scope. |
Rawnet Limited
("Rawnet") |
Private |
100% |
A digital agency and a long-term
digital partner of the Investment Manager. The Investment Manager
believes that Rawnet has significant potential future value both as
a driver of existing portfolio company value and as a digital
marketing company in its own right. |
Ocula Technologies Limited
("Ocula") |
Private |
77% |
A data analytics start-up which will
seek to provide companies with advanced data analytics to drive
optimisation. Ocula is run by Gerry Buggy a successful technology
executive with over twenty years experience (currently Chief
Strategy Officer of FDTechnologies). |
On Initial Admission the Initial Portfolio is expected to have a
total market value of approximately £123 million.
Fees: No annual management fee will be paid to the
Investment Manager but the Investment Manager is entitled to a
performance fee dependent upon the performance of the Company's
investments. In order for the Investment Manager to earn a
performance fee, the total NAV return must have outperformed the
FTSE All Share Total Return Index over a 3-year period. The
performance fee will be equal to one-third of such outperformance
and will be satisfied wholly by the issue of new Ordinary Shares to
the Investment Manager.
Background to Castelnau
The Investment Manager has an investment philosophy and approach
that is inspired and influenced by some of the great investors such
as Warren Buffett, Phil Fisher, Charlie
Munger and John Maynard Keynes. These philosophies have been
built into a “Phoenix approach”, which the Investment Manager has
continuously refined using experience of application and analysis
and learning. This has turned the philosophical approach into a
proprietary technical approach which has been applied to the
investments managed by the Investment Manager and has helped to
deliver long term outperformance.
Building on the investment management team’s experience of
investing in private companies and companies where they have
control or influence, and in particular in respect of what is now
the Cambium Group, the Investment Manager has built a “Castelnau
Toolbox”, essentially a way of standardising the Investment
Manager’s critical knowledge and techniques that can be applied to
a specific type of investee company, which can be assessed and
improved through application over time. At the heart of this is the
Investment Manager’s insight that there are businesses with a core
franchise that are suffering from the changes going on in the
marketplace (such as the rise of e-commerce), which, if they could
embrace the best of modern techniques, would allow these businesses
to thrive and ultimately deliver value not recognised in their
current valuations.
In addition, the Company will own businesses that are considered
by the Investment Manager to be “enablers”, and which can be used
to enable the business transformations of investee companies. These
businesses are Rawnet, a digital marketing and software development
company, and Ocula, a data science company. These are portfolio
companies that will be able to build their capabilities with
investee companies and then sell those capabilities externally.
These companies could ultimately deliver value to shareholders,
both through the “enabling” process with investee companies and
also through their own valuations as standalone businesses.
Following the acquisition of the Target Assets, the Investment
Manager expects that two of the private company investments in the
Initial Portfolio will undertake an IPO within three years of
Initial Admission.
In summary, the Company has been established to apply modern
techniques to traditional businesses, which it owns, controls and
influences, with the intention of creating sustainable long-term
value for shareholders.
The Company has a majority independent Board of non-executive
Directors. The Directors will meet at least four times a year,
inter alia, to review and assess the Company’s investment policy
and strategy, the risk profile of the Company, the Company’s
investment performance, the performance of the Company’s service
providers, including the Investment Manager and the Administrator,
and generally to supervise the conduct of its affairs.
The Investment Manager
Phoenix has been investing in
UK listed equities for 23 years using a long-term business-like
approach. Phoenix’s investment process aims to identify great
businesses and management through intensive primary research. The
Investment Manager is known for the depth of its research which can
often last many years before making an investment. Once an
investment is made, the investment team maintains this intensive
approach to research by monitoring the competitive landscape of
investments.
This dedication to reducing risk through knowledge is where the
Investment Manager believes it differentiates itself from other
investors. As the research process has matured and the processes
have improved, the Investment Manager has found itself in
situations where it is able to contribute genuine insight to the
discussions about competitor analysis, capital allocation and the
long-term strategy of holdings.
This direct engagement has evolved into an extension to the
investment process. Phoenix has
spent six years iteratively learning and formalising the way in
which it accumulated business insight, contacts and monitoring
systems and how these can contribute to the success of the
investments it makes. This has included direct engagement with
management and occasionally direct intervention to facilitate
changes to the board composition and strategy of investee
companies.
As the Investment Manager’s assets under management have grown
and proportional stakes in businesses have become larger, this has
become an increasingly useful part of the process. The ability to
add insight, optimise board composition and refine strategy can
both limit the downside of an investment and increase the
probability of favourable outcomes.
The formation of Castelnau is the next stage in the evolution of
the Investment Manager’s investment process. After many years of
active application of new principles and processes, it is the right
time to bring the relevant businesses together in a single vehicle.
This will give the holdings the permanent capital they need to
think truly long-term, together with the liquidity of a London
Stock Exchange quote.
Expected timetable
Initial
Issue |
|
Initial Placing
opens |
23
September 2021 |
Offer for Subscription
opens |
23
September 2021 |
Latest time and date
for receipt of completed Application Forms under the Offer for
Subscription and payment in full or settlement of the relevant
CREST instruction |
11:00
a.m. on 12 October 2021 |
Latest time and date
for receipt of Initial Placing orders |
Midday
on 12 October 2021 |
Announcement of the
results of the Initial Issue |
14
October 2021 |
Initial Admission of
the Ordinary Shares and dealings commence |
8:00
a.m. on 18 October 2021 |
CREST accounts
credited in respect of Ordinary Shares issued in uncertificated
form |
as soon
as practicable after 8:00 a.m. on 18 October 2021 |
Certificates
despatched in respect of Ordinary Shares issued in certificated
form |
Within
10 Business Days of admission |
|
|
Subsequent
Issues under the Placing Programme |
|
Placing Programme
opens |
18
October 2021 |
Placing Programme
closes |
22
September 2022 |
Notes:
(1) References to
times above are to London times
unless otherwise specified.
(2) All times and dates in the expected timetable
may be adjusted by the Company. Any material changes to the
timetable will be notified via an RIS.
Publication of Prospectus
A copy of the Prospectus will shortly be available on the
Company’s website at www.castelnaugroup.com, subject to certain
access restrictions. A copy of the Prospectus will also be
submitted to the National Storage Mechanism and will shortly be
available for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
The information required to be made available to investors in
the Company before they invest (the "Article 23
Disclosures"), pursuant to the requirements of the FCA Rules
implementing the EU Alternative Fund Managers Directive (Directive
2011/61/EU) of the European Parliament and of the Council of
8 June 2011 on Alternative Investment
Fund Managers in the United
Kingdom and related UK laws (including Commission Delegated
Regulation (EU) No 231/2013, as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018) is available for
inspection on the Company's website at www.castelnaugroup.com. The
information required to be made available to investors in the
Company is set out in Chapter 3.2 of the Investment Funds
sourcebook of the FCA Handbook.
The Initial Issue
The Company is targeting an issue in excess of 170 million
Ordinary Shares pursuant to: (i) the Initial Issue (comprising the
Initial Placing and the Offer for Subscription) and (ii) the issue
of the Consideration Shares in connection with the acquisition of
the Target Assets. Ordinary Shares will be issued pursuant to the
Initial Issue at an Issue Price of £1.00 per Ordinary Share. In
addition, the Consideration Shares will be issued at a deemed
issuance price of £1.00 per Ordinary Share.
The Offer for Subscription will remain open until 11.00 a.m. on 12 October
2021 and the Initial Placing will remain open until midday
on 12 October 2021. If the Initial
Issue is extended, the revised timetable will be notified via a
Regulatory Information Service announcement.
The total number of Ordinary Shares to be issued pursuant to the
Initial Issue, and therefore the Initial Gross Proceeds, are not
known as at the date of this document but will be notified by the
Company via a Regulatory Information Service announcement and the
Company’s website prior to Initial Admission.
Sir Peter Wood, British
entrepreneur and innovator, has committed to make a cornerstone
investment of £25 million in the Initial Placing, via his
investment vehicle SPWOne.
Application will be made for the Ordinary Shares to be issued
pursuant to the Initial Issue to be admitted to trading on the
Specialist Fund Segment of the Main Market. It is expected that
Initial Admission will become effective and dealings in the
Ordinary Shares will commence at 8.00
a.m. on 18 October 2021.
The Placing Programme
The Company also intends to put in place a Placing Programme
with the flexibility to issue up to a further 300 million Ordinary
Shares and/or C Shares in aggregate. The Articles contain the C
Share rights, full details of which are set out in paragraph 4 of
Part 8 of the Prospectus.
The Placing Programme will be flexible and may have a number of
closing dates in order to provide the Company with the ability to
issue Shares on appropriate occasions over a period of time. The
Placing Programme is intended to satisfy market demand for the
Shares and to raise further money for investment in accordance with
the Company's investment policy. The Placing Programme is designed
to give the Board the flexibility to include pre-emptive elements
in any future issue. The Placing Programme will open on
18 October 2021 and will close on
22 September 2022 (or an earlier date
on which it is fully subscribed, or otherwise at the discretion of
the Directors).
Liberum Capital Limited is acting as financial adviser and sole
bookrunner in relation to the Initial Issue, and with effect from
Initial Admission, will act as the Company's corporate broker.
The Legal Entity Identifier of the Company is
213800PED8RFUBMK1T64 and it is incorporated in Guernsey. The ISIN
of the Ordinary Shares is GG00BMWWJM28 and the SEDOL is BMWWJM2.
The ISIN of the C Shares is GG00BMWWJN35 and the SEDOL is
BMWWJN3.
Except where the context requires otherwise, defined terms
herein shall have the meanings given to them in the Prospectus.
- Ends –
Enquiries
Phoenix Asset
Management Limited |
+44 (0) 208 600
0100 |
|
Gary
Channon
Steve Tatters
Lorraine Smyth |
Liberum Capital Limited |
+44 (0) 20 3100
2000 |
|
Chris
Clarke
Darren Vickers
Owen Matthews
Will King |
Citigate Dewe Rogerson |
+44 (0) 20 7638
9571 |
Chris Barrie |
Caroline
Merrell
Toby Moore |
|
Important Information
Liberum Capital Limited
("Liberum") is authorised and regulated by the Financial
Conduct Authority. Liberum is acting exclusively for the
Company in connection with the matters described in this
announcement and are not acting for or advising any other person,
or treating any other person as their respective client, in
relation thereto and will not be responsible for providing the
regulatory protection afforded to its clients or advice to any
other person in relation to the matters contained
herein. This does not exclude any responsibilities or
liabilities of Liberum under the Financial Services and Markets Act
2000 ("FSMA") or the regulatory regime established
thereunder.
This announcement 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 Phoenix Asset Management Partners Limited
("Phoenix") solely for the
purposes of section 21(2)(b) of the Financial Services and Markets
Act 2000 (as amended).
This announcement is not an offer to sell or a solicitation of
any offer to buy any securities in the Company in the United States, Australia, Canada, the Republic of South Africa, Japan, or in any other jurisdiction where such
offer or sale would be unlawful.
This communication is not for publication or distribution,
directly or indirectly, in or into the
United States of America. This communication is not an offer
of securities for sale into the United
States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United
States.
The Company has not been and will not be registered under the US
Investment Company Act of 1940 (the "Investment Company
Act") and, as such, holders of the Company's securities will
not be entitled to the benefits of the Investment Company
Act. No offer, sale, resale, pledge, delivery, distribution
or transfer of the Company's securities may be made except under
circumstances that will not result in the Company being required to
register as an investment company under the Investment Company
Act.
Moreover, the Company's securities will not be registered under
the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA. Subject
to certain exceptions, the Company's securities may not be offered
or sold in Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA or to, or
for the account or benefit of, any national, resident or citizen
of, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA. The
Initial Issue and the distribution of this announcement, in certain
jurisdictions may be restricted by law and accordingly persons into
whose possession this announcement is received are required to
inform themselves about and to observe such restrictions.
Neither the content of the Company's website, nor the content on
any website accessible from hyperlinks on its website for any other
website, is incorporated into, or forms part of, this announcement
nor, unless previously published by means of an RIS announcement,
should any such content be relied upon in reaching a decision as to
whether or not to acquire, continue to hold, or dispose of,
securities in the Company.
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 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.
The value of shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. Figures refer to past performance and past
performance should not be considered a reliable indicator of future
results.
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", "might", "will" or
"should" or, in each case, their negative or other variations or
similar expressions. 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. These forward-looking statements speak
only as at the date of this announcement and cannot be relied upon
as a guide to future performance.
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. Subject to their respective legal
and regulatory obligations (including under the Prospectus
Regulation Rules), the Company, the Investment Manager and/or
Liberum expressly disclaim any obligations or undertaking to update
or revise any forward-looking statements contained herein to
reflect any change in expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based unless required to do so by law or any
appropriate regulatory authority, including FSMA, the Prospectus
Regulation Rules, the Disclosure Guidance and Transparency Rules,
the Prospectus Regulation and UK MAR.
None of the Company, the Investment Manager and/or Liberum, 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 any other information relating to the Company or associated
companies, 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 the announcement or its contents
or otherwise arising in connection therewith. The Company, the
Investment Manager and Liberum, 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 PROD 3 of the FCA's Product Intervention and
Product Governance Sourcebook (the "Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Shares have been subject
to a product approval process, which has determined that the Shares
to be issued pursuant to the Initial Issue and Subsequent Placings
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 COBS 3.5 and 3.6 of the
FCA's Conduct of Business Sourcebook, respectively; and (ii)
eligible for distribution through all distribution channels as are
permitted by the Product Governance Requirements (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: (a) 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; (b) 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, and (c) the Shares will be
admitted to the Specialist Fund Segment, which is intended for
institutional, professional, professionally advised and
knowledgeable investors who understand, or who have been advised
of, the potential risk from investing in companies admitted to the
Specialist Fund Segment. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Initial Issue
and/or Subsequent Placings. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Liberum 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 the FCA's Conduct of Business Sourcebook; 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.
UK PRIIPS REGULATION
In accordance with the UK PRIIPs Regulation, a key information
document prepared by the Investment Manager in relation to the
Ordinary Shares is available on the Company’s website:
www.castelnaugroup.com. It is the responsibility of each
distributor of Ordinary Shares to ensure that its “retail clients”
are provided with a copy of the key information document.
The Investment Manager is the manufacturer of the Ordinary
Shares for the purposes of the UK PRIIPs Regulation and neither the
Company nor Liberum is a manufacturer for these purposes. Neither
the Company nor Liberum makes any representations, express or
implied, or accepts any responsibility whatsoever for the contents
of the key information document prepared by the Investment Manager
in relation to the Ordinary Shares or any other key information
document in relation to the Shares prepared by the Investment
Manager in the future nor accepts any responsibility to update the
contents of any key information document in accordance with the UK
PRIIPs Regulation, to undertake any review processes in relation
thereto or to provide such key information document to future
distributors of Shares. Each of the Company, Liberum and their
respective affiliates accordingly disclaim all and any liability
whether arising in tort or contract or otherwise which it or they
might have in respect of any key information document prepared by
the Investment Manager.