TIDMSEQI
RNS Number : 9580P
Sequoia Economic Infra Inc Fd Ld
23 February 2021
THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION
23 February 2021
Sequoia Economic Infrastructure Income Fund Limited ("SEQI" or
the "Company")
Proposed Placing
Further to the announcement on 12 February 2021, the Board of
Directors of SEQI (the "Board"), the specialist investor in
economic infrastructure debt is pleased to announce a proposed
placing to raise up to a maximum of GBP172.9 million of gross
proceeds through the issue of up to 164,312,714 new ordinary shares
in the capital of the Company ("New Ordinary Shares") at a price of
105.25 pence per New Ordinary Share (the "Placing").
Highlights:
-- Placing of up to a maximum of 164,312,714 New Ordinary Shares
at 105.25 pence per New Ordinary Share (the "Placing Price") by way
of a Placing pursuant to the Company's authority, as approved by
shareholders at its 2020 Annual General Meeting (the "AGM"), to
issue up to 10% of its shares in issue (as at the AGM) on a
non-pre-emptive basis;
-- The Placing Price of 105.25 pence represents a 4.0% premium
to the Company's unaudited NAV of 101.23 pence per Ordinary Share
as at 29 January 2021 and a discount of 2.7% to the Company's
closing share price of 108.20 pence per Ordinary Share on 22
February 2021;
-- The Company continues to pay a cash-covered dividend of 6.25
pence per share per annum. Investors in the Placing will be
entitled to receive the next quarterly dividend declared by the
Company for the three-month period to 31 March 2021, which is
expected to be declared in April 2021;
-- In the period from 31 March 2020 to 31 January 2021 (being
the date of the Company's last annual results and the most recent
NAV), the NAV total return was 11.2% (13.4% on an annualised
basis). This was driven in part by credit spreads tightening, which
contributed about 5.2 pence per share to the NAV over that
period;
-- As at the date of this announcement, the Company had cash of
approximately GBP64.9 million and outstanding drawings on its
revolving credit facility of GBP208.7 million. The Company also had
undrawn commitments valued at GBP114.6 million;
-- The Investment Adviser continues to see a strong pipeline of
economic infrastructure debt opportunities globally, with those in
near term totaling in excess of GBP230m (probability-weighted).
These opportunities are geographically diverse and include
potential investments in data centres, electricity generation and
supply and renewable energy. The pipeline of investments continues
to strengthen the ESG credentials of the Company's portfolio;
-- The proceeds from the Placing will be used to repay debt
outstanding under the revolving credit facility to enable Sequoia
Investment Management Company Limited (the "Investment Adviser") to
subsequently re-draw the funds to deploy into the Company's
pipeline of opportunities.
Robert Jennings, Chairman of SEQI commented:
"The Board and the Investment Adviser have placed great emphasis
on enhanced monitoring of the Company's portfolio of private debt
investments, following the significant dislocation in market
immediately following our equity issue in March of last year. Over
this period our portfolio has shown pleasing resilience and has
benefitted from an intentionally high allocation to defensive
sectors such as telecommunications, utilities and renewables. With
spreads narrowing our NAV has continued to recover and we have been
able to sustain our dividend payout at 6.25p per year on a fully
cash covered basis.
With our Investment Adviser now seeing opportunities to generate
attractive risk weighted returns, the Board has decided that it is
a sensible moment for us to raise a modest amount of new
equity".
Jefferies International Limited ("Jefferies") is acting as sole
global coordinator, financial adviser and bookrunner to the Company
in connection with the Placing.
Trading update
As at 29 January 2021, the Company's invested portfolio was
comprised of 64 private debt investments and 11 infrastructure
bonds across 8 sectors and 28 sub-sectors. It had an annualised
yield-to-maturity (or yield-to-worst in the case of callable bonds)
of 8.8% and a cash yield of 5.6%. Based on the Investment Adviser's
analysis of the Company's current portfolio, SEQI's annual dividend
remains fully cash covered, net of all expenses (estimated at 1.03x
for calendar year 2020). While the events of 2020 saw the current
level of loans not paying cash interest ("PIK loans") rise to 20.4%
currently from a typical range of 10 - 15%, the Investment Adviser
expects the number of PIK loans to decrease throughout 2021,
increasing dividend cash cover and capturing increased economics
from the PIK terms. The typical level of PIK loans relates
primarily to loans to assets in construction but also to some
subordinated loans that are contractually designed to partially or
fully PIK. Moreover, some interest income which fell to be reported
as PIK income has subsequently been received in cash, albeit
sometime after the due date.
As at 29 January 2021, the weighted average portfolio life was
approximately 4.4 years, private debt investments represented 95%
of the total portfolio and 61% of the portfolio comprised floating
rate assets. The weighted average purchase price of the Company's
investments was 97.4% of par. Investments which are pre-operational
represented 8.1% of total assets.
Portfolio Composition (as at 29 January
2021)
By Sector
--------
Transport 18.4%
--------
TMT 15.0%
--------
Power 13.3%
--------
Transport assets 13.2%
--------
Renewables 11.3%
--------
Accommodation 10.5%
--------
Utility 8.7%
--------
Other 9.6%
--------
By Geography
--------
North America 46%
--------
Europe 29%
--------
UK 19%
--------
Australia / New Zealand 6%
--------
As at 29 January 2021, approximately 97.0% of the Company's NAV
consisted of either Sterling assets or was hedged into Sterling.
The Company has adequate resources to cover margin calls on its
hedging book.
Environmental, Social and Governance ("ESG")
As part of its sustainability strategy, SEQI has established a
number of appropriate ESG policies which it takes into account at
all stages of its investment process. The principles behind its ESG
programme are the United Nations Principles for Responsible
Investment, to which the Investment Adviser is a signatory. Climate
change and carbonisation of the World's atmosphere naturally
impacts the Company's credit assessment processes but also impacts
the way the Company believes it should deploy capital. In 2020, the
Investment Adviser achieved all of the goals set by the Company in
relation to the adoption and implementation of a comprehensive ESG
programme, as a result of which the ESG score of the portfolio is
on an upward trend.
Details of the Placing
The Board believes the Placing will confer the following
benefits for shareholders and the Company:
-- it will provide additional capital which will enable the
Company to pay down its existing debt and pursue new investment
opportunities in a manner which minimises potential cash drag;
-- allows for the introduction of new capital to be deployed in
sectors where the Investment Adviser view the risk and return
parameters as attractive;
-- the Placing will provide a larger asset base for the Company
over which its operating costs may be spread, thereby reducing the
Company's ongoing charges further;
-- will result in NAV per share accretion by issuing the New
Ordinary Shares at a price greater than NAV per share (after the
deduction of costs);
-- provide an opportunity to further diversify the Company's
investor base, while enabling certain existing shareholders to
participate in the Placing; and
-- the market capitalisation of the Company will increase
following the Placing and it is expected that the secondary market
liquidity of the ordinary shares will be enhanced accordingly.
The Placing will be undertaken under the Company's general
authority as approved by shareholders at the AGM, representing an
aggregate amount of less than 10% of the ordinary shares in issue
(as at the date of the AGM). A maximum of 164,312,714 New Ordinary
Shares will be issued under the Placing.
Application will be made to the Financial Conduct Authority and
the London Stock Exchange for all of the New Ordinary Shares issued
pursuant to the Placing to be admitted to the premium segment of
the Official List and to trading on the Main Market.
Participation in the Placing will only be available to persons
in member states of the EEA who are qualified investors as defined
in article 2 (e) of the Prospectus Regulation ("Qualified
Investors"). Qualified Investors should communicate their firm
interest to their usual sales contact at Jefferies. The decision to
allot any New Ordinary Shares to any Qualified Investors shall be
at the discretion of the Company and Jefferies. The Company
reserves the right, after consultation with Jefferies and the
Investment Adviser, to scale back applications under the Placing at
their absolute discretion in such amounts as they consider
appropriate.
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for New Ordinary Shares,
investors will be deemed to have read and understood this
Announcement, including Appendix 1, and any subsequent announcement
related to the Placing in its entirety and to be making such offer
on the terms and subject to the conditions set out in Appendix 1,
and to be providing the representations, warranties and
acknowledgements contained in Appendix 1.
The Placing will be accretive to NAV per existing Ordinary Share
(after taking into account costs of the Placing).
Expected Timetable
Placing opens and pricing announced 07:00 a.m. on 23 February
2021
Latest time and date for applications 12:00 p.m. (noon) on 2 March
under the Placing 2021
Results of the Placing announced 07:00 a.m. on 3 March 2021
Admission of the New Ordinary Shares 08:00 a.m. on 5 March 2021
to the Official List and commencement
of dealings on the London Stock
Exchange
The dates and times specified above are subject to change. In
particular, the Directors may (with the prior approval of
Jefferies) bring forward or postpone the closing time and date for
the Placing. In the event that a date or time is changed, the
Company will notify persons who have applied for New Ordinary
Shares by electronic mail or by the publication of a notice through
a Regulatory Information Service. References to times are to London
times unless otherwise stated.
The ticker for the Company's ordinary shares is SEQI. The ISIN
for the Company's ordinary shares is GG00BV54HY67 and the SEDOL is
BV54HY6.
Investors should note that the Company's NAV for the period
ended 29 January 2021 has not been audited.
The information contained in this announcement constitutes
inside information. The person responsible for the release of this
announcement on behalf of the Company is Praxis Fund Services
Limited.
LEI: 2138006OW12FQHJ6PX91
For further information:
Sequoia Investment Management Company +44 (0) 20 7079 0480
Steve Cook
Dolf Kohnhorst
Randall Sandstrom
Greg Taylor
Jefferies International Limited +44 (0) 20 7029 8000
Neil Winward
Gaudi Le Roux
Tulchan Communications (Financial PR) +44 (0) 20 7353 4200
Martin Pengelley
Elizabeth Snow
Laura Marshall
Praxis Fund Services Limited (Company
Secretary) +44 (0) 1481 755530
Matt Falla
Katrina Rowe
About Sequoia Economic Infrastructure Income Fund Limited
The Company is a Guernsey registered closed-ended investment
company that seeks to provide investors with regular, sustained,
long-term distributions and capital appreciation from a diversified
portfolio of senior and subordinated economic infrastructure debt
investments. The Company is advised by Sequoia Investment
Management Company Limited.
Important Notices
This announcement is not an offer to sell or a solicitation of
any offer to buy the New Ordinary Shares in the United States,
Australia, Canada, New Zealand or 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 New Ordinary Shares will not be entitled to
the benefits of the Investment Company Act. No offer, sale, resale,
pledge, delivery, distribution or transfer of the New Ordinary
Shares 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.
This communication is only addressed to, and directed at,
persons in member states of the European Economic Area who are
"qualified investors" within the meaning of Article 2(e) of the
Prospectus Regulation ("Qualified Investors"). For the purposes of
this provision, the expression "Prospectus Regulation" means
Regulation (EU) 2017/1129. In the United Kingdom, this
communication is being distributed only to, and is directed only
at, "qualified investors" (as defined in the UK version of the
Prospectus Regulation, which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 (as amended from time to
time)): (i) who have professional experience in matters relating to
investments who fall within the definition of "investment
professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) who are high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order, and (iii) other persons to
whom it may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). Any investment
or investment activity to which this communication relates is
available only to and will only be engaged in with such persons.
This communication must not be acted on or relied on in any member
state of the European Economic Area who are not Qualified Investors
or in the United Kingdom by persons who are not relevant
persons.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the proposed investment trust. Any
such determination should involve, among other things, an
assessment of the legal, tax, accounting, regulatory, financial,
credit and other related aspects of the securities.
This announcement may not be used in making any investment
decision. This announcement does not contain sufficient information
to support an investment decision and investors should ensure that
they obtain all available relevant information before making any
investment. This announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity. No reliance may be placed for any purposes
whatsoever on this announcement or its completeness.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are
provided as at the date of the document and are subject to change
and no representation or warranty, express or implied, is or will
be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company, the Investment
Adviser, Jefferies or any of their affiliates or by any of their
respective officers, employees or agents in relation to it. No
reliance may be placed for any purpose whatsoever on the
information or opinions contained in this announcement or on its
completeness, accuracy or fairness. The document has not been
approved by any competent regulatory or supervisory authority.
Potential investors should be aware that any investment in the
Company is speculative, involves a high degree of risk, and could
result in the loss of all or substantially all of their investment.
Results can be positively or negatively affected by market
conditions beyond the control of the Company or any other person.
The returns set out in this document are targets only. There is no
guarantee that any returns set out in this document can be achieved
or can be continued if achieved, nor that the Company will make any
distributions whatsoever. There may be other additional risks,
uncertainties and factors that could cause the returns generated by
the Company to be materially lower than the returns set out in this
announcement. Past performance cannot be relied on as a guide to
future performance.
The information in this announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur.
Each of the Company, the Investment Adviser, Jefferies and their
affiliates and their respective officers, employees and agents
expressly disclaim any and all liability which may be based on this
announcement and any errors therein or omissions therefrom.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this announcement. The information
contained in this announcement will not be updated.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities.
Prospective investors should take note that the Company's
Ordinary Shares may not be acquired by: (i) investors using assets
of: (A) an "employee benefit plan" as defined in Section 3(3) of US
Employee Retirement Income Security Act of 1974, as amended
("ERISA") that is subject to Title I of ERISA; (B) a "plan" as
defined in Section 4975 of the US Internal Revenue Code of 1986, as
amended (the "US Tax Code"), including an individual retirement
account or other arrangement that is subject to Section 4975 of the
US Tax Code; or (C) an entity which is deemed to hold the assets of
any of the foregoing types of plans, accounts or arrangements that
is subject to Title I of ERISA or Section 4975 of the US Tax Code;
or (ii) a governmental, church, non-US or other employee benefit
plan that is subject to any federal, state, local or non-US law
that is substantially similar to the provisions of Title I of ERISA
or Section 4975 of the US Tax Code.
Jefferies is authorised and regulated in the United Kingdom by
the Financial Conduct Authority. Jefferies is acting for the
Company and no one else in connection with the Placing, and will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of Jefferies or for affording
advice in relation to any transaction or arrangement referred to in
this announcement. This announcement does not constitute any form
of financial opinion or recommendation on the part of Jefferies or
any of its affiliates and is not intended to be an offer, or the
solicitation of any offer, to buy or sell any securities. Regulated
services with respect to EU27 countries and EU27 investors shall be
undertaken by such of Jefferies International Limited's affiliates
as Jefferies acting in good faith thinks fit and references to
Jefferies International Limited shall be read as references to such
affiliate(s).
Jefferies is entitled, at its discretion and out of its own
resources, at any time to rebate to third parties (including the
Investment Adviser) part or all of its fees relating to the
Placing.
In accordance with the UK version of the Packaged Retail and
Insurance-based Investment Products Regulation (EU) No 1286/2014
which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018 (as amended from time to time), the Key
Information Document relating to the Company is available to
investors at www.seqifund.com .
Appendix 1
1 INTRODUCTION
Defined terms used in these Terms and Conditions and not
otherwise defined shall have the meanings ascribed to them in the
announcement of the Company with respect to the Placing, dated 23
February 2021 (the "Announcement").
The following definitions apply to these Terms and
Conditions:
"DP Law" the Data Protection (Bailiwick of
Guernsey) Law 2017 and, to the extent
applicable, the General Data Protection
Regulation and the data protection
and privacy laws of any other country
providing equivalent protections
to data subjects as the General Data
Protection Regulation and any laws
implementing or supplementing the
same
"EEA" the European Economic Area being
the countries included as such in
the Agreement on European Economic
Area, dated 1 January 1994, among
Iceland, Liechtenstein, Norway, the
European Community and the Member
States of the European Union, as
may be modified, supplemented or
replaced
"EEA Prospectus Regulation" Regulation (EU) 2017/1129 as amended
and includes any relevant implementing
measure in each member state of the
EEA
"ERISA" the U.S. Employee Retirement Income
Security Act of 1974, as amended
from time to time
"EU AIFM Directive" Directive 2011/61/EU of the European
Parliament and of the Council on
Alternative Investment Fund Managers,
as amended from time to time
"Excluded Territories" Canada, Japan, Australia, New Zealand,
the Republic of South Africa and
(subject to certain exceptions) the
United States 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 Territory" shall mean
any of them
"FCA" Financial Conduct Authority
"FSMA" the Financial Services and Markets
Act 2000 of the United Kingdom, as
amended
"General Data Protection the EU General Data Protection Regulation
Regulation" 2016/679 or any successor legislative
measure that is substantively comparable
to it
"QIB" a "qualified institutional buyer"
as defined in Rule 144A under the
U.S. Securities Act
"Qualified Purchaser" a "qualified purchaser" as defined
in Section 2(a)(51) of the U.S. Investment
Company Act
"Regulation D" Regulation D promulgated under the
U.S. Securities Act
"Regulation S" Regulation S promulgated under the
U.S. Securities Act
"Market Abuse Regulation" the UK version of Regulation (EU)
No 596/2014 of the European Parliament
and of the Council on 16 April 2014
on market abuse, which is part of
UK law by virtue of the European
Union (Withdrawal) Act 2018
"Privacy Notice" the Company's privacy notice setting
out information on how the Company
collects and processes personal data
in connection with holdings and/or
investments in the Company and outlining
data protection rights under the
DP Law, which is available on the
Company's website at www.seqifund.com
"Similar Law" any federal, state, local or non-U.S.
law that regulates the investments
of a governmental plan, church plan
or non-U.S. plan in a manner similar
to ERISA and the U.S. Tax Code
"UK Prospectus Regulation" the UK version of Regulation (EU)
2017/1129 of the European Parliament
and of the Council of 14 June 2017
on the prospectus to be published
when securities are offered to the
public or admitted to trading on
a regulated market, and repealing
Directive 2003/71/EC, which is part
of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended
by The Prospectus (Amendment, etc)
(EU Exit) Regulations 2019
"U.S. Investment Company the U.S. Investment Company Act of
Act" 1940, as amended
"U.S. Investor Letter" an investor representations letter
in the form agreed between the Company
and Jefferies
"U.S. Person" has the meaning given in Regulation
S
"U.S. Plan Asset Regulations" the regulations promulgated by the
U.S. Department of Labour at 29 CFR
2510.3-101, as modified by section
3(42) of ERISA
"U.S. Plan Investor" any person that is, or is using the
assets of: (i) an "employee benefit
plan" that is subject to Part 4 of
Title I of ERISA; (ii) a "plan" to
which Section 4975 of the U.S. Tax
Code applies; or (iii) an entity
which is deemed to hold the assets
of any of the foregoing types of
plans, accounts or arrangements by
reason of a plan's investment in
the entity. In addition, if an investor
is a governmental plan, church plan
that has not made an election under
Section 410(d) of the U.S. Tax Code,
or non-U.S. plan that is subject
to any federal, state, local or non-U.S.
law that regulates its investments,
its purchase, holding, and disposition
of the New Ordinary Shares must not
constitute or result in a violation
of any such Similar Law that prohibits
or imposes an excise or penalty tax
on the purchase of the New Ordinary
Shares
"U.S. Securities Act" the U.S. Securities Act of 1933,
as amended
"U.S. Tax Code" the U.S. Internal Revenue Code of
1986, as amended
The New Ordinary Shares that are the subject of the Placing are
not being offered or sold to any person in the EEA, 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.
Each person who is invited to and who chooses to participate in
the Placing (including individuals, funds or others) (a "Placee")
confirms its agreement (whether orally or in writing) to Jefferies
to subscribe for New Ordinary Shares under the Placing and that it
will be bound by these Terms and Conditions and will be deemed to
have accepted them.
Members of the public are not eligible to take part in the
Placing. These Terms and Conditions 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 Financial Services And Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii)
fall within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) are
persons to whom it may otherwise be lawfully communicated (all such
persons together being referred to as "Relevant Persons"). These
terms and conditions must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which these Terms and Conditions relate is available only to
Relevant Persons and will be engaged in only with Relevant
Persons.
Each Placee should consult with its own advisers as to legal,
tax, business and related aspects of an investment in new ordinary
shares. The price of the New Ordinary 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
Ordinary Shares.
1.1 Placees will be deemed to have read and understood the
Announcement and these Terms and Conditions in its entirety and to
be making such offer on the terms and conditions and to be
providing the representations, warranties, acknowledgements, and
undertakings contained in these Terms and Conditions. In
particular, each such Placee represents, warrants and acknowledges
that:
(a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any New Ordinary Shares that are
allocated to it for the purposes of its business;
(b) in the case of any New Ordinary Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the
EEA Prospectus Regulation or UK Prospectus Regulation (as the case
may be): (i) the New Ordinary 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 the UK or any member state of
the EEA other than Qualified Investors or in circumstances in which
the prior consent of Jefferies has been given to the offer or
resale; or (ii) where New Ordinary Shares have been acquired by it
on behalf of persons in the UK or any member state of the EEA other
than Qualified Investors, the offer of those New Ordinary Shares to
it is not treated under the UK Prospectus Regulation or EEA
Prospectus Regulation (as the case may be) as having been made to
such persons; and/or
(c) if the Placee is located outside of the United States, (i)
it is neither a U.S. Person nor a U.S. Plan Investor and is not
acquiring the New Ordinary Shares for the account or benefit of a
U.S. Person or a U.S. Plan Investor, (ii) it is acquiring the New
Ordinary Shares in an "offshore transaction" meeting the
requirements of Regulation S and not with a view to the offer,
sale, resale, transfer, delivery or distribution, directly or
indirectly, of any New Ordinary Shares into the United States, and
(iii) the New Ordinary Shares were not offered to it by means of
any "directed selling efforts" as defined in Regulation S;
and/or
(d) if the Placee is located in the United States or is a U.S.
Person, it and any accounts it represents: (i) is a QIB and
Qualified Purchaser and not a U.S. Plan Investor and will sign and
return a U.S. Investor Letter to the Company and Jefferies prior to
confirmation of its allocation in the Placing, (ii) any New
Ordinary Shares it acquires will be for its own account (or for the
account of a QIB that is also a Qualified Purchaser and not a U.S.
Plan Investor for which it exercises sole investment discretion)
for investment purposes and not with a view to resale or
distribution within the meaning of the U.S. securities laws, and
(iii) the New Ordinary Shares have not been offered to it by means
of any "general solicitation" or "general advertising" within the
meaning of Regulation D nor by means of any "directed selling
efforts" as such term is defined in Regulation S.
The Company and Jefferies will rely upon the truth and accuracy
of the foregoing representations, acknowledgements and
agreements.
1.2 The Announcement 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 Ordinary
Shares in any jurisdiction in which such offer or solicitation is
or may be unlawful. Subject to certain exceptions, the Announcement
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. No public offer of
securities of the Company is being made in the United Kingdom, the
United States or elsewhere.
1.3 In particular, the New Ordinary Shares have not been and
will not be registered under the U.S. 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,
into or within the United States or to, or for the account or
benefit of, U.S. Persons, except pursuant to an exemption from the
registration requirements of the U.S. 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 violate the transfer restrictions set forth in these
terms and conditions or result in the Company being in violation of
the U.S. Investment Company Act.
1.4 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; and the New Ordinary 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
Ordinary 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 or any other jurisdiction outside the United
Kingdom.
2 DETAILS OF THE PLACING
2.1 Jefferies has entered into a placing agreement with the
Company and the Investment Adviser (the "Placing Agreement") under
which Jefferies 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 Ordinary
Shares at the Placing Price.
2.2 The Placing Agreement contains customary warranties given by
the Company and the Investment Adviser to Jefferies as to matters
relating to the Company and its business and a customary indemnity
given by the Company to Jefferies in respect of liabilities arising
out of, or in connection with, the Placing.
2.3 The Company (after consultation with Jefferies and the
Investment Adviser) reserves the right to scale back the number of
New Ordinary Shares to be subscribed by any Placee in the event of
applications in excess of the maximum amount under the Placing. The
Company and Jefferies also reserve the right not to accept any
offers to subscribe for New Ordinary Shares or to accept such offer
in part rather than in whole. Jefferies 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
Jefferies nor any holding company of Jefferies nor any subsidiary
branch or affiliate of Jefferies (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 Jefferies,
nor any Affiliate thereof nor any person acting on their behalf
shall have any liability to Placees in respect of their conduct of
the Placing. No commissions will be paid to Placees or directly by
Placees in respect of any New Ordinary Shares.
2.4 Each Placee's obligations will be owed to the Company and to
Jefferies. Following the oral confirmation referred to below in
paragraph 5, each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Jefferies, to pay to
Jefferies (or as Jefferies may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of New
Ordinary Shares which such Placees has agreed to acquire.
2.5 Each Placee agrees to indemnify on demand and hold each of
Jefferies, the Company, International Fund Management Limited(the
"Investment Manager") and the Investment Adviser and their
respective affiliates harmless from any 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.
2.6 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 in paragraph 6
below.
3 APPLICATION FOR ADMISSION TO TRADING
Application will be made to the FCA and the London Stock
Exchange plc for Admission of any New Ordinary Shares issued
pursuant to the Placing. It is expected that settlement of any such
New Ordinary Shares and Admission will become effective on or
around 8.00 a.m. on 5 March 2021 and that dealings in the New
Ordinary Shares issued pursuant to the Placing will commence at
that time.
4 PAYMENT FOR SHARES
Each Placee must pay the Placing Price for the New Ordinary
Shares issued to the Placee in the manner and by the time directed
by Jefferies. If any Placee fails to pay as so directed and/or by
the time directed, the relevant Placee's application for New
Ordinary Shares shall at Jefferies' discretion either be rejected
or accepted in which case paragraph 7.5 below shall apply to such
application.
5 PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
5.1 Jefferies (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 Ordinary Shares.
5.2 Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Jefferies. Jefferies and its Affiliates may participate in the
Placing as principal.
5.3 Each Placee's allocation will be confirmed to Placees orally
by Jefferies, and a trade confirmation will be dispatched as soon
as possible thereafter. The oral confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such
person (who will at that point become a Placee) in favour of
Jefferies and the Company, under which it agrees to acquire the
number of New Ordinary Shares allocated to it at the Placing Price
on the basis of these Terms and Conditions and in accordance with
the Company's articles of incorporation (the "Articles").
5.4 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all New
Ordinary Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under paragraph 7.
5.5 All obligations under the Placing will be subject to
fulfilment or (where applicable) waiver of, amongst other things,
the conditions referred to below in paragraph 6 and to the Placing
not being terminated pursuant to the Placing Agreement.
5.6 By participating in the Placing, each Placee will agree 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.
5.7 To the fullest extent permissible by law, none of the
Company, Jefferies 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, Jefferies or any of their
respective affiliates shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of Jefferies' conduct of the Placing. Each Placee acknowledges and
agrees that the Company is responsible for the allotment of the New
Ordinary Shares to the Placees and Jefferies shall have no
liability to the Placees for the failure of the Company to fulfil
those obligations.
6 CONDITIONS OF THE PLACING
6.1 The Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms.
6.2 Jefferies' obligations under the Placing Agreement in
respect of the New Ordinary Shares are conditional on, inter alia,
Admission occurring and becoming effective by 8.00 a.m. (London
time) on 5 March 2021 (or such later time and/or date as the
Company, the Investment Adviser and Jefferies may agree (not being
later than 5 April 2021);
6.3 If: (a) any of the conditions contained in the Placing
Agreement in relation to the New Ordinary Shares are not fulfilled
or waived by Jefferies by the respective time or date where
specified (or such later time or date as the Company and Jefferies
may agree); or (b) the Placing Agreement is terminated as described
below, the Placing in relation to the New Ordinary Shares will
lapse and the Placee's rights and obligations hereunder in relation
to such New Ordinary Shares shall cease and terminate at such time
and each Placee agrees that no claim can be made by the Placee in
respect thereof.
6.4 Subject to certain exceptions, Jefferies may, at its
absolute discretion and upon such terms as it thinks fit, waive, or
extend the period 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.
6.5 Neither Jefferies 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 Jefferies.
7 REGISTRATION AND SETTLEMENT
7.1 Settlement of transactions in the New Ordinary Shares (ISIN:
GG00BV54HY67) following Admission will take place within CREST
provided that, subject to certain exceptions, Jefferies reserves
the right to require settlement for, and delivery of, the New
Ordinary 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 the Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
7.2 Each Placee allocated New Ordinary Shares in the Placing
will be sent a trade confirmation stating the number of New
Ordinary Shares allocated to it at the Placing Price, the aggregate
amount owed by such Placee to Jefferies (as agent for the Company)
and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the CREST or certificated settlement
instructions that it has in place with Jefferies.
7.3 It is expected that settlement in respect of the New
Ordinary Shares issued pursuant to the Placing will be on or around
5 March 2021 on a T+2 basis in accordance with the instructions set
out in the trade confirmation.
7.4 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by Jefferies.
7.5 Each Placee is deemed to agree that, if it does not comply
with these obligations, Jefferies may sell any or all of the New
Ordinary Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for Jefferies' account and benefit
(as agent for the Company), an amount equal to the aggregate amount
owed by the Placee plus any interest due. Any excess proceeds will
pass to the relevant Placee at its risk. The relevant Placee will,
however, remain liable and shall indemnify Jefferies 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 Ordinary Shares on such
Placee's behalf. By communicating a bid for New Ordinary Shares,
each Placee confers on Jefferies all such authorities and powers
necessary to carry out any such sale and agrees to ratify and
confirm all actions which Jefferies lawfully takes in pursuance of
such sale.
7.6 If New Ordinary Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
7.7 Insofar as New Ordinary 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 Ordinary 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.
8 REPRESENTATIONS, WARRANTIES AND FURTHER TERMS
8.1 By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and Jefferies,
namely that, each Placee (and any person acting on such Placee's
behalf):
(a) represents and warrants that it has read and understood the
Announcement including these Terms and Conditions, in its entirety
and that its subscription of New Ordinary Shares is subject to, and
based upon, all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein;
(b) acknowledges that none of Jefferies, the Company, any of
their respective affiliates or any person acting on behalf of any
of them has provided it, and will not provide it, with any material
regarding the New Ordinary Shares or the Company; nor has it
requested any of Jefferies, the Company, their respective
affiliates or any person acting on behalf of any of them to provide
it with any such information;
(c) acknowledges that the Announcement is exclusively the
responsibility of the Company, and that none of Jefferies, 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 the Announcement or any information previously or
concurrently published by or on behalf of the Company, and will not
be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
the Announcement or otherwise. Each Placee further acknowledges and
agrees that it has relied solely on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing and it will not rely on any
investigation that Jefferies, its Affiliates or any other person
acting on its or their behalf has or may have conducted;
(d) 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;
(e) acknowledges that Jefferies 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 Jefferies is not acting for it or its clients and
that Jefferies will not be responsible for providing protections to
it or its clients;
(f) acknowledges that none of Jefferies, 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 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;
(g) that, save in the event of fraud on the part of Jefferies
(and to the extent permitted by the FCA), neither Jefferies, 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 Jefferies' 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 you may have in
respect thereof;
(h) if located outside of the United States: (i) it is not a
U.S. Person and is not acquiring the New Ordinary Shares for the
account or benefit of a U.S. Person, (ii) it is acquiring the New
Ordinary Shares in an "offshore transaction" meeting the
requirements of Regulation S and not with a view to the offer,
sale, resale, transfer, delivery or distribution, directly or
indirectly, of any New Ordinary Shares into the United States, and
(iii) the New Ordinary Shares were not offered to it by means of
any "directed selling efforts" as defined in Regulation S;
(i) if located in the United States or is a U.S. Person, it and
any accounts it represents: (i) is a QIB and Qualified Purchaser
and not a U.S. Plan Investor and will sign and return a US Investor
Letter to the Company and Jefferies prior to confirmation of its
allocation in the Placing, (ii) any Ordinary Shares it acquires
will be for its own account (or for the account of a QIB that is
also a Qualified Purchaser and not a U.S. Plan Investor for which
it exercises sole investment discretion) for investment purposes
and not with a view to resale or distribution within the meaning of
the U.S. securities laws, and (iii) the Ordinary Shares have not
been offered to it by means of any "general solicitation" or
"general advertising" within the meaning of Regulation D nor by
means of any "directed selling efforts" as such term is defined in
Regulation S;
(j) acknowledges that the New Ordinary Shares have not been and
will not be registered under the U.S. Securities Act or under any
laws of, or with any securities regulatory authority of, any state
or other jurisdiction of the United States. It further: (i)
understands that the New Ordinary Shares may not be reoffered,
resold, pledged or otherwise transferred to any U.S. Plan Investor;
(ii) agrees that if in the future it decides to offer, resell,
pledge or otherwise transfer any of the Ordinary Shares, such
Ordinary Shares may be offered, resold, pledged or otherwise
transferred only (A) in an offshore transaction (as defined in
Regulation S under the Securities Act) complying with the
provisions of Rule 903 or Rule 904 of Regulation S to a person
outside the United States and not known to it to be a U.S. Person,
by pre-arrangement or otherwise or (B) to the Company; and (iii)
understands that the New Ordinary Shares may not be deposited into
any unrestricted American depositary receipt facility in respect of
the New Ordinary Shares established or maintained by a depositary
bank;
(k) the Company has not undertaken to determine whether it was a
passive foreign investment company ("PFIC") for U.S. federal income
tax purposes for any prior taxable year, for the current year, or
whether it is likely to be so treated for future years, and neither
the Company nor Jefferies makes any representation or warranty with
respect to the same. It further understands and acknowledges that
it may be subject to adverse U.S. federal income tax consequences
as a result of the Company's PFIC status, and it agrees that it
will seek its own independent specialist advice with respect to the
U.S. tax consequences of its interest in the New Ordinary
Shares;
(l) it acknowledges that the Company reserves the right to make
inquiries of any holder of the New Ordinary Shares or interests
therein at any time as to such person's status under ERISA, the
U.S. Tax Code and the U.S. federal securities laws and to require
any such person that has not satisfied the Company that holding by
such person will not result in application of the U.S. Plan Asset
Regulations, or violate or require registration under the U.S.
securities laws to transfer such New Ordinary Shares or interests
in accordance with the Articles;
(m) it acknowledges that the Company has not registered under
the U.S. Investment Company Act and consequently investors will not
be entitled to the benefits and protections of the U.S. Investment
Company Act and that the Company has put in place transfer
restrictions on the New Ordinary Shares to ensure that the Company
will not violate the U.S. Investment Company Act. Neither the
Investment Manager nor the Investment Adviser is registered as an
investment adviser under the U.S. Investment Advisers Act and
consequently investors will not be entitled to the benefits and
protections of the U.S. Investment Advisers Act;
(n) unless otherwise specifically agreed in writing with
Jefferies, represents and warrants that neither it nor the
beneficial owner of such New Ordinary Shares will be a resident of
Excluded Territories;
(o) acknowledges that the New Ordinary 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;
(p) represents and warrants that the issue to it, or the person
specified by it for registration as holder, of New Ordinary 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 Ordinary Shares are not being acquired
in connection with arrangements to issue depositary receipts or to
transfer New Ordinary Shares into a clearance system;
(q) represents and warrants that: (i) it has complied with and
will continue to comply with its obligations under the Market Abuse
Regulation, Criminal Justice Act 1993 and Part VIII of the 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), the Criminal Justice (Proceeds of Crime) (Bailiwick of
Guernsey) Law 1999 and other applicable law, the Terrorism Act 2007
and the Money Laundering Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017; 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 United
Kingdom, the EU or a regulation adopted by the United Nations
(together, the "Regulations"); and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and
other consents (if any) which may be required for the purpose of,
or as a consequence of, such purchase, and it will provide promptly
to Jefferies such evidence, if any, as to the identity or location
or legal status of any person which Jefferies may request from it
in connection with the Placing (for the purpose of complying with
such Regulations or ascertaining the nationality of any person or
the jurisdiction(s) to which any person is subject or otherwise) in
the form and manner requested by Jefferies on the basis that any
failure by it to do so may result in the number of New Ordinary
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
Jefferies may decide at its sole discretion;
(r) represents and warrants that it has not offered or sold and
will not offer or sell any New Ordinary 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 EEA Prospectus
Regulation (including any relevant implementing measure in any
member state of the EEA);
(s) 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 Ordinary Shares in circumstances in which section 21(1) of
the FSMA does not require approval of the communication by an
authorised person;
(t) represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the New Ordinary Shares in, from or
otherwise involving, the United Kingdom;
(u) if in a member state of the EEA, unless otherwise
specifically agreed with Jefferies in writing, represents and
warrants that it is a Qualified Investor within the meaning of the
EEA Prospectus Regulation;
(v) if in the United Kingdom, unless otherwise specifically
agreed with Jefferies in writing, represents and warrants that it
is a Qualified Investor within the meaning of the UK Prospectus
Regulation;
(w) if in the United Kingdom, represents and warrants that it is
a person: (i) who has professional experience in matters relating
to investments falling within Article 19(1) of the Order; (ii)
falling within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc.") of the Order; or (iii) to whom
details of the Placing may otherwise be lawfully communicated;
(x) if it is a professional investor (as such term is given
meaning in the EU AIFM Directive) resident, domiciled in, or with a
registered office in the EEA, it confirms that the New Ordinary
Shares have only been promoted, offered, placed or otherwise
marketed to it, and the subscription will be made from, (a) a
country outside the EEA; (b) a country in the EEA that has not
transposed the EU AIFM Directive as at the date of the Placee's
commitment to subscribe is made; or (c) a country in the EEA in
respect of which the Investment Manager has confirmed that it has
made a relevant national private placement regime notification and
is lawfully able to market New Ordinary Shares into that EEA
county;
(y) represents and warrants that it and any person acting on its
behalf is entitled to acquire the New Ordinary 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 and will honour such obligations;
(z) where the Placee is acting in its capacity as a
discretionary investment manager on behalf of its underlying
clients (who include individuals and/or retail clients), then it is
the Placee, as the discretionary investment manager, that is to be
regarded as the Placee for the purpose of the Placing and not the
underlying client;
(aa) undertakes that it (and any person acting on its behalf)
will make payment for the New Ordinary Shares allocated to it on
the due time and date set out in the Announcement, failing which
the relevant New Ordinary Shares may be placed with other
subscribers or sold as Jefferies may in its sole discretion
determine and without liability to such Placee and it will remain
liable and will indemnify Jefferies on demand for any shortfall
below the net proceeds of such sale and the placing proceeds of
such New Ordinary 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 Ordinary Shares on its
behalf;
(bb) acknowledges that none of Jefferies, 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 participation in the Placing is on the basis that it is not
and will not be treated for these purposes as a client of Jefferies
and that Jefferies 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;
(cc) undertakes that the person whom it specifies for
registration as holder of the New Ordinary Shares will be: (i)
itself; or (ii) its nominee, as the case may be. Neither Jefferies
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 Jefferies in respect of the same on the
basis that the New Ordinary Shares will be allotted to the CREST
stock account of Jefferies who will hold them as nominee on behalf
of such Placee until settlement in accordance with its standing
settlement instructions;
(dd) 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 Wales 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 Ordinary Shares (together with any interest chargeable thereon)
may be taken by the Company or Jefferies 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;
(ee) acknowledges that time shall be of the essence as regards
to obligations pursuant to these Terms and Conditions;
(ff) agrees that the Company, Jefferies 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 Jefferies on its own behalf and on
behalf of the Company and are irrevocable;
(gg) agrees to indemnify on an after-tax basis and hold the
Company, Jefferies and its 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 these Terms and Conditions and further agrees
that the provisions of these Terms and Conditions shall survive
after completion of the Placing;
(hh) acknowledges that no action has been or will be taken by
any of the Company, Jefferies or any person acting on behalf of the
Company or Jefferies that would, or is intended to, permit a public
offer of the New Ordinary Shares in any country or jurisdiction
where any such action for that purpose is required;
(ii) 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 Ordinary 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;
(jj) acknowledges that its commitment to subscribe for New
Ordinary Shares on the terms set out herein and in the trade
confirmation 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;
(kk) acknowledges that Jefferies 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;
(ll) represents and warrants that, if it is a pension fund or
investment company, its purchase of New Ordinary Shares is in full
compliance with all applicable laws and regulation;
(mm) if it is acting as a "distributor" (for the purposes of the
Product Governance Requirements):
(i) it acknowledges that the target market assessment (the
"Target Market Assessment") undertaken by the Investment Adviser
and Jefferies does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of the Product Governance
Requirements; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the New Ordinary Shares, and each
distributor is responsible for undertaking its own target market
assessment in respect of the New Ordinary Shares and determining
appropriate distribution channels;
(ii) notwithstanding any Target Market Assessment undertaken by
the Investment Adviser and Jefferies, it confirms that it has
satisfied itself as to the appropriate knowledge, whom it plans to
distribute the New Ordinary Shares and that it has considered the
compatibility of the risk/reward profile of such New Ordinary
Shares with the end target market;
(iii) it acknowledges that the price of the New Ordinary Shares
may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the New Ordinary Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom; and
(iv) it acknowledges that Jefferies is acting for the Company in
connection with the Placing and for no-one else and that it will
not treat the Placee as its customer by virtue of such application
being accepted or owe it any duties or responsibilities concerning
the price of the New Ordinary Shares or concerning the suitability
of the New Ordinary Shares for it or be responsible to it for the
protections afforded to their customers.
8.2 The representations, warranties, acknowledgments and
undertakings contained in these Terms and Conditions are given to
Jefferies and the Company and are irrevocable and shall not be
capable of termination in any circumstances.
8.3 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 Ordinary Shares in question.
Such agreement assumes that the New Ordinary Shares are not being
subscribed for in connection with arrangements to issue depositary
receipts or to transfer the New Ordinary Shares into a clearance
service. If there are any such arrangements, or the settlement
relates to any other subsequent dealing in the New Ordinary Shares,
stamp duty or stamp duty reserve tax may be payable, for which
neither the Company nor Jefferies 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, allotment, issue or delivery of New Ordinary 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 Jefferies in the event that any of the
Company and/or Jefferies 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 Jefferies
accordingly.
8.4 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 United Kingdom by them or any other person on
the subscription by them of any New Ordinary Shares or the
agreement by them to subscribe for any New Ordinary Shares.
8.5 Each Placee, and any person acting on behalf of the Placee,
acknowledges that Jefferies does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
8.6 When a Placee or person acting on behalf of the Placee is
dealing with Jefferies, any money held in an account with Jefferies
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 Jefferies' money in
accordance with the client money rules and will be used by
Jefferies in the course of its own business and the Placee will
rank only as a general creditor of Jefferies.
8.7 All times and dates in the Announcement may be subject to
amendment. Jefferies shall notify the Placees and any person acting
on behalf of the Placees of any changes.
8.8 Jefferies 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 Adviser), part or all
of its fees relating to the Placing.
9 DATA PROTECTION
9.1 Each prospective Placee acknowledges and agrees that it has read the Privacy Notice.
9.2 For the purposes of this section and the Privacy Notice,
"data controller", "data processor", "data subject", "personal
data", "processing" and "special category data" shall have the
meanings attributed to them in the DP Law and the term "process"
shall be construed accordingly.
9.3 Information provided by it to the Company or Computershare
Investor Services (Guernsey) Limited (the "Registrar") will be
stored both on Praxis Fund Services Limited's (the "Company
Secretary") and the Registrar's computer system and manually. It
acknowledges and agrees that for the purposes of the DP Law the
Company and the Registrar are each required to specify the purposes
for which they will hold personal data.
9.4 Each of the Company and its service providers shall:
(a) be responsible for and control any personal data which it
processes in relation to investors or arising out of the matters
described in this document;
(b) comply with any DP Law applicable to the collection and
processing of the personal data; and
(c) take appropriate technical and organisational measures
against unauthorised or unlawful processing of personal data and
against accidental loss or destruction of, or damage to, the
personal data.
9.5 Where personal data is shared by the Placee with the Company
or its agents pursuant to this document, the Placee shall ensure
that its disclosure or transfer of personal data to the Company is
in accordance with the Placee's obligations under DP Law. In
addition, the Placee represents and warrants in respect of its
disclosure or transfer of personal data to the Company that there
is no prohibition or restriction in relation to the Company's use
thereof which would:
(a) prevent or restrict it from disclosing or transferring the
personal data to the relevant recipient;
(b) prevent or restrict the Company or its agents from
disclosing or transferring the personal data to relevant third
parties, and any of its (or their) employees, agents, delegates and
subcontractors (including to jurisdictions outside of the EEA and
including the United States), in order to provide the services or
services ancillary thereto; or
(c) prevent or restrict the Company and any of its (or their),
employees, agents, delegates and subcontractors, from processing
the personal data as specified in the Privacy Notice and/or in this
document.
9.6 If the Placee passes personal data of any of its or its
affiliates' employees, representatives, beneficial owners, agents
and subcontractors to the Company or its agents, the Placee
warrants that it has provided adequate notice to such employees,
representatives, beneficial owners, agents and subcontractors
including the detail set out in this paragraph 9 and the Privacy
Notice and as required by DP law relating to the processing by the
Company or its agents as applicable of such personal data and to
the transfer of such personal data outside the EEA.
9.7 If the Placee passes personal data of any of its
shareholders, investors or clients to the Company, the Placee
warrants that it will provide the Privacy Notice or equivalent
wording to such shareholders, investors or clients.
9.8 The Placee will also ensure that it has obtained any
necessary consents from any of its affiliates', representatives,
employees, beneficial owners, agents or subcontractors in order for
Jefferies to carry out anti-money laundering checks.
9.9 In providing the Company, Jefferies and the Registrar with
information each Placee hereby represents and warrants to the
Company, Jefferies and the Registrar that it has obtained any
necessary consents of any data subject whose data it has provided
to the Company, Jefferies and the Registrar and their respective
associates holding and using their personal data as set out in the
Privacy Notice (including, where required, the explicit consent of
the data subjects for the processing of any special category data
as set out in the Privacy Notice) and will make the Privacy Notice,
for which the Company, Jefferies and the Registrar will process the
data, available to all data subjects whose personal data may be
shared by it for this purpose.
9.10 The Company and the Registrar are each data controllers for
the purpose of the DP Law and the parties all agree and acknowledge
that none of the Company and the Registrar is or shall be a data
processor for any of the others or a joint data controller with any
of the others and they will each comply with their obligations
under the DP Law and the Placee will do nothing that puts the
Company and the Registrar in breach of their respective
obligations. The Company Secretary is a data processor for the
purpose of the DP Law and the parties all agree and acknowledge
this.
Information for Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail and
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, distributors
should note that: the price of the Ordinary Shares may decline and
investors could lose all or part of their investment; the Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in Ordinary Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Jefferies 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 Ordinary Shares
pursuant to the Placing.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEFLFETFVIFFIL
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