TIDMCIC
RNS Number : 0884A
Conygar Investment Company PLC(The)
22 May 2023
22 May 2023
The Conygar Investment Company PLC (The "Company")
Update regarding ZDP Issue
The Conygar Investment Company PLC, the property investment and
development group, announces that, further to the publication of
the prospectus on 31 March 2023 (the "Prospectus") and its
announcement on 5 May 2023, the Company has received strong
interest and demand from investors for the Issue, but not to the
level required to be eligible for admission to the Standard Segment
of the Official List, which requires a minimum market
capitalisation of GBP30 million. As a result, the Company announces
that it has paused the Issue while it explores possible alternative
listing venues, with a revised issue size of up to GBP20 million.
Pending confirmation of the alternative listing venue, the Placing
has been extended to the long stop date of the ZDP Placing
Agreement of 30 June 2023.
Subscriptions received via the Offer for Subscription will be
returned to investors. A further announcement will be made in due
course.
Capitalised terms used and not defined in this announcement bear
the meanings given to them in the Prospectus.
Enquiries:
Conygar ZDP PLC / The Conygar +44 (0) 20 7258 8670
Investment Company PLC Robert Ware / David Baldwin
Liberum Capital Limited +44 (0) 20 3100 2000
Financial Adviser and Sole Chris Clarke / Darren Vickers / Owen
Bookrunner to ZDPCo Matthews / Will King
Nominated Adviser and Broker +44 (0) 20 3100 2185
to the Company Richard Lindley / Jamie Richards
Temple Bar Advisory (Public +44 (0) 7795 425580
Relations) Alex Child-Villiers
IMPORTANT NOTICE
Liberum, which is a member of the London Stock Exchange, is
authorised and regulated in the UK by the FCA and is acting
exclusively for ZDPCo and the Company in connection with the Issue,
Admission and any other matter referred to in this announcement.
Liberum will not regard any other person as its client in relation
to the Issue, Admission or any other transaction or arrangement
referred to in this announcement and will not be responsible to
anyone other than ZDPCo and the Company for providing the
protections afforded to its clients or for providing any advice in
relation to the Issue, Admission or any other transaction or
arrangement referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Liberum by FSMA or the regulatory regime
established thereunder, Liberum does not make any representation,
express or implied, in relation to, nor accepts any responsibility
whatsoever for, the contents of this announcement or any other
statement made or purported to be made by it or on its behalf in
connection with ZDPCo, the Company, the ZDP Shares, the Issue,
Admission or any other transaction or arrangement referred to in
this announcement, and nothing in this announcement is or shall be
relied upon as a promise or representation in this respect, whether
as to the past or future. Liberum and its affiliates accordingly,
to the fullest extent permissible by law, disclaim all and any
responsibility or liability (save for any statutory liability)
whether arising in tort, contract or otherwise which it or they
might otherwise have to any person, other than ZDPCo and the
Company, in respect of this announcement or any such statement.
The ZDP Shares have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or under any securities laws of any state or other jurisdiction of
the United States and may not be offered, sold, resold, transferred
or delivered, directly or indirectly, in or into the United States
or to or for the account or benefit of any U.S. person (within the
meaning of Regulation S under the Securities Act) except pursuant
to an applicable exemption from, or a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. ZDPCo has not been, and will not
be, registered under the U.S. Investment Company Act of 1940, as
amended. No public offering of securities is being made in the
United States.
Relevant clearances have not been, and will not be, obtained
from the securities commission (or equivalent) of any province of
Canada, Australia, New Zealand, the Republic of South Africa,
Japan, any member state of the European Economic Area or any other
jurisdiction where local law or regulations may result in a risk of
civil, regulatory, or criminal exposure or prosecution if
information or documentation concerning the Issue and/or Admission
and/or this announcement is sent or made available to a person in
that jurisdiction (each a "Restricted Jurisdiction") and
accordingly, unless an exemption under any relevant legislation or
regulations is applicable, none of the ZDP Shares may be offered,
sold, renounced, transferred or delivered, directly or indirectly,
in any Restricted Jurisdiction.
This announcement does not constitute, and may not be construed
as, an offer to sell or a solicitation of an offer to buy or
subscribe for ZDP Shares in any jurisdiction including, without
limitation, the United States and any Restricted Jurisdiction. No
information set out in this announcement is intended to form the
basis of any contract of sale, investment decision or any decision
to purchase ZDP Shares.
The Unregulated Collective Investment Schemes and Close
Substitutes Instrument 2013 (the "NMPI Regulations") extend the
application of the existing UK regime restricting the promotion of
unregulated collective investment schemes by FCA authorised persons
(such as independent financial advisers) to other "non-mainstream
pooled investments" ("NMPIs"). Consequently, financial advisers,
including authorised independent financial advisers, are restricted
from promoting NMPIs to retail investors who do not meet certain
high net worth tests or who cannot be treated as sophisticated
investors. ZDPCo is an NMPI for the purposes of the NMPI
Regulations. Accordingly, the promotion of the ZDP Shares (other
than the publication and distribution of a prospectus which is
exempt from the NMPI Regulations) to retail investors will be
restricted.
None of ZDPCo, the Company, Liberum or any of their respective
affiliates accepts any responsibility or liability whatsoever for,
or makes or gives any representation, warranty, undertaking or
other assurance, 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
this announcement) or any other information relating to ZDPCo, the
Company, the ZDP Shares, the Issue and/or Admission, whether
written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising
from any use of this announcement or its content or otherwise
arising in connection therewith. ZDPCo, the Company, Liberum and
their respective affiliates accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they
might otherwise have in respect of this announcement or its content
or otherwise arising in connection therewith.
The information contained in this announcement is for
information purposes only and does not purport to be full or
complete. 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. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
Recipients of this announcement who are considering acquiring ZDP
Shares following publication of the Prospectus are reminded that
any such acquisition must be made only on the basis of the
information contained in the Prospectus. Acquiring ZDP Shares may
expose an investor to a significant risk of losing all of the
amount invested. The value of shares is not guaranteed and can fall
as well as rise. If you sell your investment you may get back less
than you originally invested. Potential investors should consult an
authorised person as to the suitability of a possible offer for the
person concerned.
This announcement contains statements that are, or may be deemed
to be, "forward-looking statements" with respect to certain of
ZDPCo's and/or the Company's current expectations and projections
about future events and the Group's future financial condition and
performance. These forward-looking statements can sometimes be
identified by the use of forward-looking terminology, including the
terms "believes", "estimates", "anticipates", "forecasts",
"projects", "expects", "intends", "may", "will" or "should" or, in
each case, their negative or other variations or comparable
terminology. These forward-looking statements include all matters
that are not historical facts. Any forward-looking statements in
this announcement reflect the current beliefs and expectations of
the directors of ZDPCo and of the Company and involve known and
unknown risks, uncertainties and assumptions, many of which are
outside ZDPCo's and the Company's control and difficult to predict,
that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward-looking statements. Given these
uncertainties, prospective investors are cautioned not to place any
undue reliance on such forward-looking statements.
Any information in this announcement in respect of past
performance (including without limitation past performance of the
Company, the Group, shares in the Company and/or the Group's
portfolio) cannot be relied upon as a guide to future
performance.
Subject to their respective legal and regulatory obligations
(including under the Prospectus Regulation Rules made by the FCA
under Part VI of FSMA), ZDPCo, the Company and Liberum expressly
disclaim any obligations or undertaking to update or revise
publicly or review any of the information contained in this
announcement , whether as a result of new information, future
events or otherwise, unless required to do so by law or any
appropriate regulatory authority, including FSMA, the Listing Rules
made by the FCA under Part VI of FSMA, the Disclosure Guidance and
Transparency Rules made by the FCA under Part VI of FSMA, 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 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 and MAR.
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END
MSCBUGDUCXBDGXC
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