TIDMGABI TIDMGABC
RNS Number : 0204A
GCP Asset Backed Income Fund Ltd
23 May 2019
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION IN
IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S.
PERSONS OR, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH
AFRICA, JAPAN, ANY OTHER EXCLUDED TERRITORIES OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
This announcement does not constitute or form a part of any
offer to sell or issue, or a solicitation of any offer to purchase
or otherwise acquire, securities by any U.S. Persons or in the
United States or in any other jurisdiction in which such offer or
solicitation would be unlawful. This announcement does not
constitute or form part of any offer or invitation to sell or
issue, or the solicitation of an offer to purchase, subscribe for
or otherwise acquire, any securities other than the securities to
which it relates or any offer or invitation to sell or issue, or
any solicitation of any offer to purchase, subscribe for or
otherwise acquire, such securities by any person in any
circumstances in which such offer or solicitation would be
unlawful.
GCP Asset Backed Income Fund Limited was incorporated in Jersey
under the Companies (Jersey) Law 1991, as amended, on 7 September
2015 with registered number 119412. The Company is regulated by the
Jersey Financial Services Commission (the "JFSC"). The JFSC is
protected by both the Collective Investment Funds (Jersey) Law 1988
and the Financial Services (Jersey) Law 1998, as amended, against
liability arising from the discharge of its functions under such
laws. The JFSC has not reviewed or approved this announcement.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
23 May 2019
GCP Asset Backed Income Fund Limited
(the "Company" or "GCP Asset Backed")
LEI 213800FBBZCQMP73A815
Proposed Placing of New Ordinary Shares
The Board of the Company, which invests in asset backed loans,
today announces its intention to raise new capital by undertaking a
placing of up to 63,668,978 new Ordinary Shares ("New Shares") (the
"Placing"). The Placing will be conducted under the authorities
granted by shareholders at the Company's general meetings held
today.
The net proceeds of the Placing will be used to repay GBP41.5
million (includes GBP3 million that is committed but undrawn) drawn
under the Company's revolving credit facility and continue to take
advantage of a pipeline of attractive investment opportunities
which have been identified by Gravis Capital Management Limited
(the "Investment Manager").
The price at which each New Share will be issued pursuant to the
Placing will be 105.00 pence per New Share (the "Placing Price").
This represents a 2.3% discount to the closing share price of
107.50 pence per Ordinary Share on 22 May 2019 (being the last
business day prior to the announcement of the Placing) and a 3.0%
premium to the Company's last published NAV as at 31 March 2019 per
Ordinary Share of 101.99 pence. Accordingly, the Placing will be
NAV accretive for existing shareholders.
The New Shares will, when issued and fully paid, include the
right to receive all dividends or other distributions made, paid or
declared, if any, by reference to a record date after the date of
their issue, including the quarterly dividend in respect of the
period from 1 April to 30 June 2019 which is expected to be
declared by the Company in July 2019.
Cenkos Securities plc ("Cenkos") is acting as the Company's sole
Placing Agent in relation to the Placing. The Placing will open at
8 a.m. (London time) on 24 May 2019 and is expected to close at 1
p.m. (London time) on 24 June 2019, but may close earlier (or
later) at the absolute discretion of the Company, in consultation
with Cenkos. Prospective investors are invited to contact Cenkos
for further details of the Placing.
The Placing is subject to the terms and conditions set out in
the Appendix.
Applications will be made to the FCA for all of the New Shares
issued pursuant to the Placing to be admitted to the premium
segment of the Official List and for all such New Shares to be
admitted to trading on the London Stock Exchange's main market for
listed securities. It is expected that such admission will become
effective and dealings in such New Shares will commence on 27 June
2019.
Expected timetable 2019
Placing opens 8 a.m.24 May
Latest time and date for receipt of placing commitments 1 p.m. 24 June
Results of Placing announced and trade date 25 June
Admission and settlement 8 a.m. 27 June
For further information, please contact:
Gravis Capital Management Limited
David Conlon
Dion Di Miceli +44 020 3405 8500
Cenkos Securities plc
Tom Scrivens
Oliver Packard
Sapna Shah +44 020 7397 8900
Buchanan / Quill
Helen Tarbet
Nick Croysdill
Henry Wilson +44 020 7466 5000
Notes to editors
GCP Asset Backed is a closed ended investment company traded on
the Main Market of the London Stock Exchange. Its investment
objective is to generate attractive risk-adjusted returns primarily
through regular, growing distributions and modest capital
appreciation over the long term.
The Company seeks to meet its investment objective by making
investments in a diversified portfolio of predominantly UK based
asset backed loans which have contracted, predictable medium to
long term cash flows and/or physical assets.
Appendix - Terms and Conditions of the Placing
INTRODUCTION
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION IN
IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S.
PERSONS OR, IN OR INTO THE UNITED STATES, THE EXCLUDED TERRITORIES
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THE NEW SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT BEING
OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION, OTHER THAN TO
QUALIFIED INVESTORS, WHICH INCLUDES LEGAL ENTITIES WHICH ARE
REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE
CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT: (A) QUALIFIED INVESTORS; (B) IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN
ARTICLE 19(5) OF THE ORDER, FALL WITHIN ARTICLE 49(2)(A) TO (D) OF
THE ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED AND (II) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE
COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT
OF BUSINESS SOURCEBOOK; OR (C) OTHER PERSONS TO WHOM IT MAY
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THIS APPIX)
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS
APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
THIS APPIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. IF YOU
ARE IN ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD
CONSULT A PROFESSIONAL ADVISER FOR ADVICE.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN NEW SHARES.
THE PRICE OF THE NEW SHARES IN THE COMPANY AND THE INCOME FROM THEM
(IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF THE NEW SHARES.
Prospective Placees will be deemed to have read and understood
this announcement and these terms and conditions in their entirety
and to be making an offer to subscribe for New Shares on these
terms and conditions and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, making an offer to subscribe for New
Shares, a prospective Placee represents, warrants and acknowledges
that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any New Shares that are allocated to it
for the purposes of its business;
2. in the case of any New Shares acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the New Shares acquired by it have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Member State of the EEA
which has implemented the Prospectus Directive other than Qualified
Investors or in circumstances in which the prior consent of Cenkos
has been given to the offer or resale; or (ii) where New Shares
have been acquired by it on behalf of persons in any Member State
of the EEA other than Qualified Investors, the offer of those New
Shares to it is not treated under the Prospectus Directive as
having been made to such persons;
3. (i) in the case of any offer to subscribe for the New Shares
by an individual or entity resident in or incorporated in the
Bailiwick of Guernsey, the decision to make such an offer was only
made after discussion with a person or entity which is
appropriately licensed under the Protection of Investors (Bailiwick
of Guernsey) Law, 1987; or (ii) the decision to make such an offer
was made after discussion with a firm without a base in the
Bailiwick of Guernsey at the initiation of the prospective
Placee;
4. (i) (1) it is not a U.S. Person, (2) it is not located in the
United States, and (3) it is not acquiring the New Shares for the
account or benefit of a U.S. Person; or (ii) it is a dealer or
other professional fiduciary in the United States acting for a
discretionary account (other than an estate or trust) held for the
benefit or account of a non U.S. person in reliance on Regulation
S.
The Company and Cenkos will rely upon the truth and accuracy of
the foregoing representations, acknowledgements and agreements (and
any other representations, acknowledgement and agreements contained
in this Appendix) when deciding whether to accept the offer made by
a prospective Placee. Cenkos does not make any representation to
any prospective Placee regarding an investment in the New Shares
referred to in this announcement (including this Appendix).
This announcement (including this Appendix) does not constitute
an offer, and may not be used in connection with an offer, to sell
or issue or the solicitation of an offer to buy or subscribe for
New Shares in any jurisdiction in which such offer or solicitation
is or may be unlawful. This announcement (including this Appendix)
and the information contained herein is not for publication or
distribution, directly or indirectly, to persons in the United
States, the Excluded Territories or in any jurisdiction in which
such publication or distribution is unlawful. Persons who come into
possession of this announcement are required by the Company to
inform themselves about and to observe any restrictions of transfer
of this announcement. No public offer of securities of the Company
is being made in the United Kingdom, the United States or
elsewhere.
In particular, the New Shares referred to in this announcement
have not been and will not be registered under the Securities Act
or under any laws of, or with any securities regulatory authority
of, any state or other jurisdiction of the United States, and may
not be offered, sold, resold, transferred or delivered, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. Persons, 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 would not result in the Company being in
violation of the U.S. Investment Company Act. In making an offer to
subscribe for the New Shares, a Prospective Placee acknowledges
that the New Shares may only be sold outside the United States in
offshore transactions to persons who are not U.S. Persons in
accordance with Regulation S under the Securities Act.
In making an offer to subscribe for the New Shares, a
prospective Placee accepts that the relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada; no prospectus has been lodged
with or registered by the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
African Reserve Bank or any other applicable body in the Republic
of South Africa in relation to the New Shares; and the New Shares
have not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of any of the Excluded Territories. Accordingly, the New
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the Excluded Territories.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the announcement of which it forms part should
seek appropriate advice before taking any action.
DEFINITIONS
For the purposes of this Appendix:
"Admission" means admission of the New Shares to be issued
pursuant to the Placing to the premium segment of the Official List
and to trading on the London Stock Exchange's main market for
listed securities
"AIFMD" means Directive 2011/61/EU of the European Parliament
and of the Council on Alternative Investment Fund Managers, as
amended
"CREST" means the computerised settlement system operated by
Euroclear UK and Ireland Limited which facilitates the transfer of
title to shares in uncertificated form
"EEA" means the European Economic Area
"Excluded Territory" means Canada, Japan, Australia, New
Zealand, the Republic of South Africa and the U.S. and any
jurisdiction where the extension or availability of the Placing
(and any other transaction contemplated thereby) would breach any
applicable laws or regulations, and "Excluded Territories" shall
mean any of them
"FCA" means the UK Financial Conduct Authority
"Investment Manager" means Gravis Capital Management Limited, a
limited liability company (registered number 10471852) with
registered address at 24 Savile Row, London W1S 2ES
"Libor" means the London Interbank Offered Rate, being the
average rate of interest that leading banks in London charge when
lending to other banks
"London Stock Exchange" means the London Stock Exchange Plc
"Member State" means a sovereign state which is a member of the
European Union
"NAV" means net asset value
"Official List" means the official list of the FCA
"Order" means the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended
"Ordinary Shares" means ordinary shares of no par value in the
capital of the Company
"Placee" means a Relevant Person (including individuals, funds
or otherwise) by whom or on whose behalf a commitment to subscribe
for New Shares has been given
"Placing Agreement" means the Placing Agreement dated 23 May
2019 between the Company, the Investment Manager and Cenkos in
connection with the Placing
"Prospectus Directive" means Directive 2003/71/EC as amended and
includes any relevant
implementing measure in each Relevant Member State
"Qualified Investors" as defined in article 2.1(e) of the
Prospectus Directive
"Regulation S" means Regulation S promulgated under the
Securities Act
"Regulatory Information Service" means a regulated information
service approved by the FCA and on the list of Regulatory
Information Services maintained by the FCA
"Relevant Member State" means each member state of the EEA that
has implemented the Prospectus Directive
"Securities Act" means the U.S. Securities Act of 1933, as
amended
"U.S." or "United States" means the United States of America,
its states, territories and possessions, including the District of
Columbia
"U.S. Investment Company Act" means the U.S. Investment Company
Act of 1940, as amended
"U.S. Person" has the meaning given in Regulation S
DETAILS OF THE PLACING
Cenkos has entered into the Placing Agreement with the Company
and the Investment Manager under which Cenkos has, on the terms and
subject to the conditions set out therein, undertaken to use its
reasonable endeavours to procure, as agent for the Company,
subscribers for the New Shares at the Placing Price. Pursuant to
the Placing Agreement, the Investment Manager has agreed to use its
reasonable endeavours to make introductions to the Company of
potential subscribers pursuant to the Placing.
The Placing Agreement contains customary warranties given by the
Company and the Investment Manager to Cenkos as to matters relating
to the Company and its business and a customary indemnity given by
the Company and the Investment Manager to Cenkos in respect of
liabilities arising out of, or in connection with, the Placing.
Cenkos (after consultation with the Company and the Investment
Manager) reserves the right to scale back the number of New Shares
to be subscribed by any Placee in the event of applications in
excess of the target amount under the Placing. The Company and
Cenkos also reserve the right not to accept offers to subscribe for
New Shares or to accept such offer in part rather than in whole.
Cenkos shall be entitled to effect the Placing by such method as
they shall in their sole discretion determine. To the fullest
extent permissible by law, neither Cenkos nor any holding company
of Cenkos nor any subsidiary branch or affiliate of Cenkos (each an
affiliate) nor any person acting on behalf of any of the foregoing
shall have any liability to the Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
neither Cenkos, nor any affiliate thereof nor any person acting on
their behalf shall have any liability to Placees in respect of
their conduct of the Placing.
Each Placee's obligations will be owed to the Company and to
Cenkos. Following the Confirmation (as defined below in the
paragraph entitled "Participation in, and principal terms of, the
Placing"), each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Cenkos, to pay to
Cenkos (or as Cenkos may direct) in cleared funds an amount equal
to the product of the Placing Price and the number of New Shares
which such Placees has agreed to acquire.
Each Placee agrees to indemnify on demand and hold each of
Cenkos, the Company and the Investment Manager 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 acknowledgments, undertakings,
representations, warranties and agreements set forth in these terms
and conditions and any contract note.
The Placing is also conditional upon the Placing Agreement
becoming unconditional and the Placing Agreement not being
terminated in accordance with its terms. Further details of
conditions in relation to the Placing are set out below in the
paragraph entitled "Conditions of the Placing".
APPLICATION FOR ADMISSION TO TRADING
Application will be made to the FCA and the London Stock
Exchange for Admission. It is expected that settlement of any New
Shares and Admission will become effective on or around 8.00 a.m.
on 27 June 2019 and that dealings in the New Shares will commence
at that time.
PAYMENT FOR SHARES
Each Placee must pay the Placing Price for the New Shares issued
to the Placee in the manner and by the time directed by Cenkos. If
any Placee fails to pay as so directed and/or by the time directed,
the relevant Placee's application for New Shares shall at Cenkos's
discretion either be rejected or accepted in which case the
paragraph below entitled "Registration and Settlement" shall apply
to such application.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
Cenkos (whether through itself or any of its affiliates) is
arranging the Placing as placing agent of the Company for the
purpose of using reasonable endeavours to procure Placees at the
Placing Price for the New Shares.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by Cenkos.
Cenkos and its affiliates may participate in the Placing as
principal. The Investment Manager, its partners, employees and/or
its affiliates may participate in the Placing.
By choosing to participate in the Placing and in making an offer
to subscribe for the New Shares, prospective Placees will be deemed
to have read and understood this announcement, including this
Appendix, in its entirety and to be participating and making an
offer for New Shares on the terms and conditions, and to be
providing the representations, warranties, acknowledgements,
agreements and undertakings contained in this Appendix.
Cenkos, as placing agent, may choose to accept any offer, either
in whole or in part, on the basis of allocations determined in
agreement with the Company and may scale down the number of New
Shares which a prospective Placee offers to subscribe for on such
basis as they may determine.
Each prospective Placee's allocation will be confirmed to the
prospective Placee orally or by email by Cenkos (the
"Confirmation"), and a trade confirmation or contract note will be
dispatched as soon as possible thereafter. The Confirmation will
constitute an irrevocable legally binding commitment upon the
prospective Placee (who will at that point become a Placee) in
favour of Cenkos and the Company, under which it agrees to acquire
the number of New Shares allocated to it at the Placing Price on
the terms and conditions set out in this Appendix and in accordance
with the articles of incorporation of the Company.
Cenkos may also, subject to prior consent of the Company, (i)
allocate New Shares after the time of any initial allocation to any
person making an offer after that time and (ii) allocate New Shares
after the Bookbuild (as defined below) has closed to any person
making an offer after that time. The Company reserves the right
(upon agreement with Cenkos) to reduce or seek to increase the
amount to be raised pursuant to the Placing, in its absolute
discretion.
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any New Shares.
The number of New Shares to be issued will be agreed between
Cenkos, the Company and the Investment Manager following completion
of the bookbuilding process in respect of the Placing (the
"Bookbuild"). The number of New Shares will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
Except as required by law or regulation, no press release or
other announcement will be made by Cenkos or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all New Shares to be
acquired pursuant to the Placing will be required to be made at the
same time, on the basis explained below under the paragraph
entitled "Registration and Settlement".
All obligations under the Placing will be subject to fulfilment
or (where applicable) waiver of, amongst other things, the
conditions referred to below and to the Placing not being
terminated on the basis referred to below.
By choosing to participate in the Placing, each Placee agrees
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
To the fullest extent permissible by law, none of the Company,
Cenkos or any of their respective affiliates shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise of these terms and conditions). In
particular, none of the Company, Cenkos or any of their respective
affiliates shall have any liability (including to the fullest
extent permissible by law, any fiduciary duties) in respect of
Cenkos's conduct of the Placing. In making an offer to subscribe
for the New Shares, each prospective Placee acknowledges and agrees
that the Company is responsible for the issue of the New Shares to
the Placees and Cenkos shall have no liability to the Placees for
the failure of the Company to fulfil those obligations.
CONDITIONS OF THE PLACING
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
Cenkos's obligations under the Placing Agreement in respect of
the New Shares are conditional on, inter alia:
1. the Company issuing, subject only to Admission, the New
Shares in accordance with the Placing Agreement; and
2. Admission taking place not later than 8.30 a.m. on 27 June 2019.
If (a) any of the conditions contained in the Placing Agreement
in relation to the New Shares are not fulfilled or waived by Cenkos
by the respective time or date where specified (or such later time
or date as the Company and Cenkos may agree not being later than
8.30 a.m. on 31 July 2019 (the "Final Date")); or (b) the Placing
Agreement is terminated as described below, the Placing in relation
to the New Shares will lapse and the Placee's rights and
obligations hereunder in relation to the New Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
Subject to certain exceptions, Cenkos may, at its absolute
discretion and upon such terms as it thinks fit, waive, or extend
the period (up to the Final Date) for, compliance by the Company
with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement. Any such
extension or waiver will not affect Placees' commitments as set out
in this announcement.
Neither Cenkos nor the Company shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of Cenkos.
RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
Cenkos is entitled, at any time before Admission, to terminate
the Placing Agreement by giving notice to the Company in certain
circumstances, including, inter alia:
1. the Company is in breach of any of its obligations under the
Placing Agreement which is material in the context of the Placing;
or
2. there has been a material adverse change in the financial or
trading position or prospects of the Company; or
3. there has been a material change in national or international
financial, political, economic or stock market conditions (primary
or secondary), a suspension or material limitation in trading of
securities generally on any stock exchange or a material disruption
in commercial banking, as would be likely to prejudice the success
of the Placing.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the New
Shares.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Cenkos of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Cenkos, and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise or decision not to exercise.
Placees will have no rights against Cenkos, the Company or any of
their respective directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended).
NO PROSPECTUS
All offers made by the prospective Placees to subscribe for the
New Shares are made on the basis that they are Relevant Persons. An
offer made by the prospective Placees under these terms and
conditions is structured in such a way that no prospectus is
required in the United Kingdom or elsewhere. No offering document
or prospectus has been or will be submitted to be approved by the
FCA in relation to the Placing and Placees' commitments will be
made solely on the basis of the information contained in this
announcement (including this Appendix) and certain business and
financial information the Company is required to publish in
accordance with the rules and practices of the FCA (collectively
"Exchange Information").
Each Placee, by choosing to participate in the Placing and in
making an offer to subscribe for the New Shares, agrees that the
content of this announcement, including this Appendix, is
exclusively the responsibility of the Company and confirms that it
has not relied on any other information (other than the Exchange
Information), representation, warranty, or statement made by or on
behalf of the Company or Cenkos or any other person and neither
Cenkos nor the Company nor 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 Placees may have obtained or
received. In making an offer to subscribe for the New Shares, each
prospective Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position
of the Company before choosing to participate in the Placing.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the New Shares (ISIN:
JE00BYXX8B08) following Admission will take place within CREST
provided that, subject to certain exceptions, Cenkos reserves the
right to require settlement for, and delivery of, the New Shares
(or a portion thereof) to Placees by such other means that it deems
necessary if delivery or settlement is not possible or practicable
within CREST within the timetable set out in this announcement or
would not be consistent with the regulatory requirements in any
Placee's jurisdiction.
Each Placee allocated New Shares in the Placing will be sent a
trade confirmation or contract note stating the number of New
Shares allocated to it at the Placing Price, the aggregate amount
owed by such Placee to Cenkos (as agent for the Company) and
settlement instructions.
It is expected that settlement in respect of the New Shares will
be on or around 27 June 2019 on a T+2 basis in accordance with the
instructions set out in the trade confirmation.
By choosing to participate in the Placing and in making an offer
to subscribe for the New Shares, each prospective Placee
acknowledges and agrees that:
1. it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the CREST or
certificated settlement instructions that it has in place with
Cenkos;
2. interest will be chargeable daily on payments not received
from a Placee on the due date in accordance with the arrangements
set out above at the rate of two percentage points above Libor as
determined by Cenkos;
3. if it does not comply with its obligations, Cenkos may sell
any or all of the New Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, for Cenkos's account
and benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due;
4. any excess proceeds will pass to the relevant Placee at its risk;
5. it will remain liable and shall indemnify Cenkos on demand
for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such New Shares on such Placee's
behalf;
6. each Placee confers on Cenkos all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Cenkos lawfully takes in pursuance of
such sale.
If New Shares are to be delivered to a custodian or settlement
agent, Placees should ensure that the trade confirmation or
contract note is copied and delivered immediately to the relevant
person within that organisation.
Insofar as New Shares are registered in a Placee's name or that
of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such New
Shares should, subject as provided below, be so registered free
from any liability to UK stamp duty or stamp duty reserve tax or
securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
REPRESENTATIONS, WARRANTIES AND FURTHER TERMS
By choosing to participate in the Placing and in making an offer
to subscribe for New Shares, each prospective Placee (and any
person acting on such prospective Placee's behalf) makes the
following representations, warranties, acknowledgements, agreements
and undertakings (as the case may be) to the Company and Cenkos,
namely, each Placee (and any person acting on such Placee's
behalf):
1. represents and warrants that it has read and understood this
announcement, including this Appendix, in its entirety and that its
subscription for New Shares is subject to, and based upon, all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this announcement
(including this Appendix);
2. acknowledges that no offering document or prospectus has been
prepared in connection with the placing of the New Shares and
represents and warrants that it has not received a prospectus or
other offering document in connection therewith;
3. acknowledges that the Ordinary Shares are listed on the
premium segment of the Official List of the FCA, and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of the FCA
(collectively the "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that it has been able to obtain or access such information without
undue difficulty, and is has been able to obtain access to such
information or comparable information concerning any other publicly
traded company, without undue difficulty;
4. acknowledges that the content of this announcement (including
this Appendix) is exclusively the responsibility of the Company,
and that none of Cenkos, its affiliates or any person acting on its
or their behalf has or shall have any liability for any
information, representation or statement contained in this
announcement (including this Appendix) or any information
previously or concurrently published by or on behalf of the Company
(including any Exchange Information), and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
announcement (including this Appendix) or otherwise;
5. represents, warrants and agrees that (a) the only information
on which it is entitled to rely and the only information on which
it has relied in making an offer to subscribe for the New Shares is
contained in this announcement (including this Appendix) and any
Exchange Information, and such information is all that it deems
necessary to make an investment decision in respect of the New
Shares; and (b) it has neither received nor relied on any other
information given or representations, warranties or statements made
by Cenkos, the Company or the Investment Manager or any of their
respective directors, officers or employees or any person acting on
behalf of any of them (including with respect to the Company, the
Placing, the New Shares or the accuracy, completeness or adequacy
of any publicly available information), or, if received, it has not
relied upon any such information, representations, warranties or
statements, and neither Cenkos nor the Company nor the Investment
Manager will be liable for any prospective Placee's decision to
make an offer to subscribe for the New Shares based on any other
information, representation, warranty or statement;
6. acknowledges and agrees that it may not place the same degree
of reliance on this announcement as it may otherwise place on a
prospectus or admission document;
7. acknowledges and agrees that it has relied solely on its own
investigation of the business, financial or other position of the
Company and the terms of the Placing in deciding to participate in
the Placing and it will not rely on any investigation that Cenkos,
its affiliates or any other person acting on its or their behalf
has or may have conducted;
8. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
9. acknowledges that Cenkos does not have any duties or
responsibilities to it, or its clients, similar or comparable to
the duties of "best execution" and "suitability" imposed by the
Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance and that Cenkos is not acting for it or its clients and
that Cenkos will not be responsible for providing protections to it
or its clients;
10. acknowledges that none of Cenkos, any of its affiliates or
any person acting on behalf of it or them has or shall have any
liability for any publicly available or filed information
(including any Exchange Information) or any representation relating
to the Company, provided that nothing in this paragraph excludes
the liability of any person for fraudulent misrepresentation made
by that person;
11. that, save in the event of fraud on the part of Cenkos (and
to the extent permitted by the FCA), neither Cenkos, its ultimate
holding company nor any direct or indirect subsidiary undertakings
of that holding company, nor any of their respective directors and
employees shall be liable to Placees for any matter arising out of
Cenkos's role as placing agent or otherwise in connection with the
Placing and that where any such liability nevertheless arises as a
matter of law, Placees will immediately waive any claim against any
of such persons which it may have in respect thereof;
12. represents and warrants that a) (i) it is not in the United
States; (ii) it is not a U.S. Person; and (iii) it is not acting
for the account or benefit of a U.S. Person or b) it is a dealer or
other professional fiduciary in the United States acting for a
discretionary account (other than an estate or trust) held for the
benefit or account of a non U.S. Person in reliance on Regulation
S;
13. acknowledges and understands that the New Shares may only be
offered and sold outside the United States in offshore transactions
to persons who are not U.S. Persons pursuant to Regulation S under
the Securities Act, and that the New Shares have not been and will
not be registered under the Securities Act or under any laws of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States;
14. agrees not to reoffer, resell, pledge, transfer or deliver
any New Shares, directly or indirectly, in the United States or to,
or for the account or benefit of, U.S. Persons, 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;
15. acknowledges that it is not making an offer to subscribe for
the New Shares as a result of any general solicitation or general
advertising (as these terms are used in Regulation D under the
Securities Act), including advertisements, articles, notices or
other communications published in any newspaper, magazine or
similar media, or broadcast over radio, internet or television, or
any seminar or meeting whose attendees have been invited by general
solicitation or general advertising;
16. unless otherwise specifically agreed in writing with Cenkos,
represents and warrants that neither it nor the beneficial owner of
such New Shares will be a resident of Excluded Territories;
17. acknowledges that the New Shares have not been and will not
be registered under the securities legislation of Excluded
Territories and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or
indirectly, within those jurisdictions;
18. represents and warrants that, (i) in the case of any offer
to subscribe for the New Shares by an individual or entity resident
in or incorporated in the Bailiwick of Guernsey, the decision to
make such an offer was only made after discussion with a person or
entity which is appropriately licensed under the Protection of
Investors (Bailiwick of Guernsey) Law, 1987; or (ii) the decision
to make such an offer was made after discussion with a firm without
a base in the Bailiwick of Guernsey at the initiation of the
prospective Placee;
19. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of New Shares will not
give rise to a liability under any of sections 67, 70, 93 or 96 of
the Finance Act 1986 (depositary receipts and clearance services)
and that the New Shares are not being acquired in connection with
arrangements to issue depositary receipts or to transfer New Shares
into a clearance system;
20. represents and warrants that: (i) it has complied with and
will continue to comply with its obligations under the Market Abuse
Regulation (EU) No. 596/2014, Criminal Justice Act 1993 and Part
VIII of the Financial Services and Markets Act 2000, as amended
("FSMA") and other applicable law; (ii) in connection with money
laundering and terrorist financing, it has complied with its
obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), 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 any other
applicable law (where all such legislation listed under this (ii)
shall together be referred to as the "AML Legislation"); and (iii)
it is not a person: (1) with whom transactions are prohibited under
the Foreign Corrupt Practices Act of 1977 or any economic sanction
programmes administered by, or regulations promulgated by, the
Office of Foreign Assets Control of the U.S. Department of the
Treasury; (2) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (3)
subject to financial sanctions imposed pursuant to a regulation of
the EU or a regulation adopted by the United Nations (together, the
"Regulations"); and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations and pursuant to AML Legislation and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to Cenkos or the Company such evidence, if any, as
to the identity or location or legal status of any person
(including in relation to the beneficial ownership of any
underlying investor) which Cenkos or the Company may request from
it in connection with the Placing (for the purpose of complying
with such Regulations or ascertaining the nationality of any person
or the jurisdiction(s) to which any person is subject or otherwise
or any other information as may be required to comply with legal or
regulatory requirements (including in particular under the AML
Legislation)) in the form and manner requested by Cenkos or the
Company on the basis that any failure by it to do so may result in
the number of New 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 Cenkos may decide at its sole discretion;
21. if the Placee is a financial intermediary (as that term is
used in Article 3(2) of the Prospectus Directive), such Placee
represents and warrants that the New Shares purchased by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in a Member State of the EEA which has implemented the
Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of Cenkos has been given
to the offer or resale;
22. represents and warrants that it has not offered or sold and
will not offer or sell any New Shares to persons in the EEA prior
to Admission except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of
the EEA within the meaning of the Prospectus Directive (including
any relevant implementing measure in any member state);
23. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the New Shares in circumstances in which section 21(1) of the FSMA
does not require approval of the communication by an authorised
person;
24. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA and the Financial
Services Act 2012 with respect to anything done by it in relation
to the New Shares in, from or otherwise involving, the United
Kingdom;
25. if the Placee is in a Member State of the EEA, unless
otherwise specifically agreed with Cenkos in writing, such Placee
represents and warrants that it is a Qualified Investor within the
meaning of the Prospectus Directive and that it is a person to whom
New Shares may lawfully be marketed to under any applicable
legislation implementing the AIFMD;
26. if in the United Kingdom, represents and warrants that it is
a person who: (i) falls with Articles 49(2)(A) to (D) or 19(5) of
the Order or it is a person to whom the New Shares may otherwise be
lawfully offered under such Order or, if it is receiving the offer
in circumstances under which the laws or regulations of a
jurisdiction other than the United Kingdom would apply, it is a
person to whom the New Shares may be lawfully offered under that
other jurisdiction's laws and regulations; and (ii) is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook;
27. represents and warrants that it and any person acting on its
behalf is entitled to acquire the New Shares under the laws of all
relevant jurisdictions and that it has all necessary capacity and
has obtained all necessary consents and authorities and taken any
other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
announcement (including this Appendix)) and will honour such
obligations;
28. where it is acquiring New Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (i) to acquire the New Shares for each
managed account; (ii) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (iii) to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by Cenkos;
29. undertakes that it (and any person acting on its behalf)
will make payment for the New Shares allocated to it in accordance
with this announcement (including this Appendix) on the due time
and date set out herein, failing which the relevant New Shares may
be placed with other subscribers or sold as Cenkos may in its sole
discretion determine and without liability to such Placee and it
will remain liable and will indemnify Cenkos on demand for any
shortfall below the net proceeds of such sale and the placing
proceeds of such New Shares and may be required to bear the
liability for any stamp duty or stamp duty reserve tax or security
transfer tax (together with any interest or penalties due pursuant
to or referred to in these terms and conditions) which may arise
upon the placing or sale of such Placee's New Shares on its
behalf;
30. acknowledges that none of Cenkos, any of its affiliates, or
any person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that it has chosen to participate in the Placing on the basis that
it is not and will not be treated for these purposes as a client of
Cenkos and that Cenkos has no duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of their rights and obligations thereunder,
including any rights to waive or vary any conditions or exercise
any termination right;
31. undertakes that the person whom it specifies for
registration as holder of the New Shares will be (i) itself; or
(ii) its nominee, as the case may be. Neither Cenkos 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 Cenkos in respect of the same on the
basis that the New Shares will be issued to the CREST stock account
of Cenkos who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
32. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter (including non-contractual matters)
arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
New Shares (together with any interest chargeable thereon) may be
taken by the Company or Cenkos in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange;
33. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
34. agrees that the Company, Cenkos and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to Cenkos on its own behalf and on
behalf of the Company and are irrevocable and are irrevocably
authorised to produce this announcement or a copy thereof to any
interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby;
35. agrees to indemnify on an after-tax basis and hold the
Company, Cenkos and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
36. acknowledges that no action has been or will be taken by any
of the Company, Cenkos or any person acting on behalf of the
Company or Cenkos that would, or is intended to, permit a public
offer of the New Shares in any country or jurisdiction where any
such action for that purpose is required;
37. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the New Shares. It further acknowledges that it is
experienced in investing in securities of this nature and in this
sector and is aware that it may be required to bear, and it, and
any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination
and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks
involved;
38. acknowledges that its commitment to subscribe for New Shares
on the terms set out herein and in the trade confirmation or
contract note will continue, notwithstanding any amendment that may
in the future be made to the terms of the Placing and that Placees
will have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
39. acknowledges that Cenkos or any of its affiliates acting as
an investor for its own account may take up shares in the Company
and in that capacity may retain, purchase or sell for its own
account such shares and may offer or sell such shares other than in
connection with the Placing;
40. represents and warrants that, if it is a pension fund or
investment company, its purchase of New Shares is in full
compliance with all applicable laws and regulation; and
41. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the announcement, including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Cenkos and the
Company and are irrevocable and shall not be capable of termination
in any circumstances.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the New Shares in question. Such
agreement assumes that the New Shares are not being subscribed for
in connection with arrangements to issue depositary receipts or to
transfer the New Shares into a clearance service. If there are any
such arrangements, or the settlement relates to any other
subsequent dealing in the New Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor
Cenkos will be responsible, and the Placee to whom (or on behalf of
whom, or in respect of the person for whom it is participating in
the Placing as an agent or nominee) the allocation, issue or
delivery of New Shares has given rise to such UK stamp duty or
stamp duty reserve tax undertakes to pay such UK stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and Cenkos in the event that
any of the Company and/or Cenkos has incurred any such liability to
UK stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Cenkos
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
New Shares or the agreement by them to subscribe for any New
Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Cenkos does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Cenkos or any of its affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the New Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Cenkos, any money held in an account with Cenkos on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Cenkos's money in accordance
with the client money rules and will be used by Cenkos in the
course of its own business and the Placee will rank only as a
general creditor of Cenkos.
All times and dates in this announcement (including this
Appendix) may be subject to amendment, and Placees' commitments,
representations and warranties are not conditional on any of the
expected times and dates in this announcement (including this
Appendix) being achieved. Cenkos shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an appropriately qualified
independent financial adviser.
Cenkos is entitled, at its discretion and out of its own
resources, at any time to rebate to some or all of its investors,
or to other parties (including the Investment Manager), part or all
of its fees relating to the Placing.
The Investment Manager is entitled, at its discretion and out of
its own resources, at any time to rebate to some or all of its
investors, or to other parties (including funds managed/advised by
the Investment Manager), part or all of its fees relating to the
Placing.
MISCELLANEOUS
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the New
Shares have been subject to a product approval process, which has
determined that the New Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Placees should note that: the price of the New Shares may decline
and investors could lose all or part of their investment; the New
Shares offer no guaranteed income and no capital protection; and an
investment in the New 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, Cenkos will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the New Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Shares and determining
appropriate distribution channels.
The content of this announcement has been prepared by, and is
the sole responsibility of, GCP Asset Backed Income Fund
Limited.
The information contained in this announcement is given at the
date of its publication (unless otherwise marked) and is subject to
updating, revision and amendment from time to time. Neither the
content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms
part of, this announcement.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock
Exchange or applicable law, the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
Cenkos Securities plc ("Cenkos"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and no-one else in connection with the potential
equity issue. Cenkos will not regard any other person as its client
in relation to the potential issue and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in relation to
the potential issue, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
None of the Investment Manager or Cenkos, or any of their
respective directors, officers, employees, advisers, affiliates or
agents, accepts any responsibility or liability whatsoever for or
makes any representation or warranty, express or implied, as to
this announcement, including the truth, accuracy or completeness of
the information in this announcement (or whether any information
has been omitted from the announcement) or for any loss howsoever
arising from any use of the announcement or its contents. The
Investment Manager and Cenkos, and their respective directors,
officers, employees, advisers, affiliates or agents, accordingly
disclaim all and any liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
Jersey Regulatory Information
The Company is regulated as a certified fund in Jersey pursuant
to the Collective Investment Funds (Jersey) Law 1988 (as amended)
(the "CIF Law") and the Jersey Listed Fund Guide published by the
Jersey Financial Services Commission (the "JFSC"). The JFSC is
protected by the CIF Law against liability arising from the
discharge of its functions under the CIF Law. The JFSC does not
take responsibility for the financial soundness of the Company or
for the correctness of any statements made or expressed in the
announcement (including this Appendix). If you are in any doubt
about the contents of the Announcement (including this Appendix),
you should consult your stockbroker, bank manager, solicitor,
accountant or financial adviser. It should be remembered that the
price of shares and the income from them can go down as well as up
and that shareholders may not receive, on sale or the cancellation
of their shares, the amount they invested.
Listed funds are established in Jersey under a fast-track
authorisations process. This process requires you to be notified
that the JFSC views this fund as suitable therefore only for
professional or experienced investors, or those who have taken
appropriate professional advice. Regulatory requirements which may
be deemed necessary by the JFSC for the protection of retail or
inexperienced investors do not apply to listed funds. By investing
in this fund you will be deemed to be acknowledging that you are a
professional or experienced investor, or have taken appropriate
professional advice, and accept the reduced requirements
accordingly. You are wholly responsible for ensuring that all
aspects of this fund are acceptable to you. Investment in listed
funds may involve special risks that could lead to a loss of all or
a substantial portion of such investment. Unless you fully
understand and accept the nature of this fund and the potential
risks inherent in this fund you should not invest in the fund.
Further information in relation to the regulatory treatment of
listed funds domiciled in Jersey may be found on the website of the
JFSC at www.jerseyfsc.org. Without limitation, neither the contents
of the JFSC's website (or any other website) nor the contents of
any website accessible from the hyperlinks on the JFSC's website
(or any other website) is incorporated into or forms part of this
document.
The Jersey regulatory requirements referred to above are not a
reference to any requirements of the FCA or the Listing Rules.
Data Protection
The processing of a Placee's personal data by the Company will
be carried out in compliance with the applicable data protection
legislation and with its Privacy Notice, a copy of which can be
found on the Company's website
https://www.graviscapital.com/uploads/fund-documents/gcp-asset-backed/GABI-Privacy-Notice-Final-Version-September-2018.pdf.
Each Placee acknowledges that it has read and understood the
processing activities carried out by the Company as informed in the
referred Privacy Notice.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEAJMTTMBJTBJL
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May 23, 2019 08:39 ET (12:39 GMT)
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