TIDMBBOX
RNS Number : 2478L
Tritax Big Box REIT plc
18 April 2018
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY
APPLICABLE LAW OR TO US PERSONS. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION.
18 April 2018
TRITAX BIG BOX REIT PLC
(the "Company" or "Group")
PROPOSED PLACING TO FUND ACQUISITION PIPELINE AND ASSET
MANAGEMENT INITIATIVES
The Board of Directors (the "Board") of Tritax Big Box REIT plc
(ticker: BBOX) today announces a proposed non pre-emptive placing
to institutional investors of up to 109,364,308 new ordinary shares
in the capital of the Company (the "Placing Shares"), representing
up to approximately 8.0 per cent. of the Company's existing issued
share capital (the "Placing") at a price of 142.25 pence per
Placing Share (the "Placing Price").
The Placing Price represents a discount of approximately 2.9 per
cent. to the closing price of 146.5 pence per ordinary share at the
close of business on 17 April 2018.
The Placing is being conducted through an accelerated
bookbuilding process (the "Bookbuild") which will be launched
immediately following this announcement. Jefferies International
Limited ("Jefferies") is acting as sole bookrunner in connection
with the Placing and as Joint Financial Adviser together with Akur
Limited ("Akur").
Highlights of the Placing
-- Intention to raise gross proceeds of up to approximately GBP155.6 million.
-- The Manager has access to a pipeline of potential investments
which significantly exceeds the targeted geared proceeds from the
Placing.
-- In particular, the Company is currently in advanced
negotiations in relation to two specific target assets which the
proceeds of the Placing (together with gearing) are expected to be
used to fund. These assets:
o meet the Company's investment criteria and are available for
potential acquisition in the near term; and
o are intended to further diversify the Company's existing portfolio by tenant and/or geography.
-- The Manager has also identified several specific asset
management initiatives within the Company's existing portfolio that
require capital investment, including refurbishment work and
building extensions.
-- The Manager will continue to exercise robust capital
discipline to deliver value at the point of acquisition or
investment.
-- The Placing Shares, when issued, will rank pari passu with
the existing ordinary shares including the right to receive all
dividends and other distributions declared, made or paid after the
date of issue, including the Q1 2018 dividend of 1.675 pence per
ordinary share, anticipated to be paid in May 2018.
Background to the Placing
During the financial year ended 31 December 2017, the Company
acquired 11 new Big Box investments (including one pre-let forward
funded development), with an aggregate purchase price of
approximately GBP435 million, along with 114 acres of prime London
distribution development land for a total consideration of GBP62.5
million (in each case excluding purchaser's costs).
The audited diluted EPRA Net Asset Value per ordinary share as
at 31 December 2017 was 142.24 pence (diluted Basic Net Asset Value
per ordinary share: 141.44 pence). This represents an increase of
10.3 per cent. as compared to the audited EPRA Net Asset Value per
ordinary share as at 31 December 2016 of 129.00 pence and a total
return of 15.2 per cent. over the 12-month period.
Since 31 December 2017, the Company has completed the
acquisition of a further three Big Box assets, including the two
forward funded development assets pre-let to Howdens, in Raunds,
which were delayed as a result of a challenge to the planning
consent, with an aggregate purchase price of approximately GBP140
million. The Company also exchanged conditional contracts on one
pre-let forward funded development for approximately GBP82 million.
When including these assets, the Company's portfolio (the
"Portfolio") increases to a total of 50 assets and the weighted
average unexpired lease term across the Portfolio extends to
approximately 14.5 years(1) .
Taking account of one additional investment currently under
offer and in exclusivity, the Company is substantially fully
invested and geared (including the Group's existing commitments to
forward funded development assets and development land). In light
of the current acquisition pipeline and identified asset management
initiatives, the Company intends to raise equity by way of the
Placing to capitalise on these investment opportunities.
Dividend policy
Consistent with its progressive dividend policy, the Company is
targeting an aggregate dividend of 6.7 pence per ordinary share for
the year ending 31 December 2018(2) , representing an increase of
4.7 per cent. over the dividend of 6.4 pence per ordinary share in
2017, which is in excess of the rate of RPI inflation over the
12-month period to 31 December 2017. Dividends are expected to be
fully covered by adjusted earnings from the Group.
Details of the Placing
Under the terms of the Placing, the Company intends to issue up
to 109,364,308 Placing Shares pursuant to the authorities granted
at the Company's Annual General Meeting held on 17 May 2017 and
conditional inter alia, on the Placing Shares being admitted to
listing on the premium listing segment of the Official List of the
UK Financial Conduct Authority (the "FCA"), and to trading on the
main market for listed securities of the London Stock Exchange plc
(the "London Stock Exchange") (together, "Admission"). The Placing
is also conditional upon the placing agreement between the Company,
Jefferies and Akur (the "Placing Agreement") becoming unconditional
and not being terminated. Further details of the Placing Agreement
can be found in the terms and conditions of the Placing contained
in the Appendix to this announcement.
The Placing is subject to the terms and conditions set out in
the Appendix (which forms part of this announcement, such
announcement and the Appendix together being the "Announcement").
Members of the public are not entitled to participate in the
Placing.
Jefferies will today commence a bookbuild process in respect of
the Placing at the Placing Price. The Placing will be non
pre-emptive and the book will open with immediate effect following
this Announcement and is expected to close no later than 3:00 p.m.
(London time) on 19 April 2018 but may be closed earlier or later
at the absolute discretion of Jefferies and the Company. Details of
the number of Placing Shares to be issued pursuant to the Placing
will be determined by the Company (following consultation with
Jefferies) and will be announced as soon as practicable after the
close of the Bookbuild.
If the number of applications for Placing Shares exceeds the
maximum number of Placing Shares available under the Placing it may
be necessary to scale back applications. In such event, Placing
Shares will be allocated at the discretion of Jefferies in
consultation with the Company.
Application will be made for the Admission of the Placing
Shares. Subject to Admission becoming effective, it is expected
that settlement of subscriptions by placees in respect of the
Placing Shares and trading in the Placing Shares will commence at
8.00 a.m. on 24 April 2018, or such later time and/or date as may
be announced by the Company after the close of the Bookbuild.
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and subject to
the conditions in such Announcement, and to be providing the
representations, warranties and acknowledgements contained in the
Appendix.
Your attention is drawn to the detailed terms and conditions of
the Placing set out in the Appendix.
The Directors consider that the proposed use of the proceeds of
the Placing is in compliance with the Statement of Principles on
Disapplying Pre-Emption Rights published by the Pre-Emption Group
in 2015.
Notes
(1) Excludes development site at Littlebrook, Dartford.
(2) This is a target only and not a forecast. There can be no
assurance that the target will be met and it should not be taken as
an indication of the Company's expected or actual future results.
Investors should not place any reliance on these targets.
For further information, please contact:
Tritax Group via Newgate
Colin Godfrey (Partner, Fund
Manager)
Newgate (PR Adviser) Tel: 020 7680 6550
James Benjamin Email: tritax@newgatecomms.com
Anna Geffert
Patrick Hanrahan
Leena Patel
Jefferies International Limited Tel: 020 7029 8000
(Joint Financial Adviser and
Sole Bookrunner)
Gary Gould
Stuart Klein
Akur Limited (Joint Financial Tel: 020 7493 3631
Adviser)
Anthony Richardson
Tom Frost
Siobhan Sergeant
Dealing codes
LEI 213800L6X88MIYPVR714
Ticker BBOX
ISIN for the ordinary shares GB00BG49KP99
SEDOL for the ordinary shares BG49KP9
NOTES:
Tritax Big Box REIT plc is the only listed vehicle dedicated to
investing in the "Big Box" logistics warehouse asset class in the
UK and is committed to delivering attractive and sustainable
returns for shareholders. Investing in and actively managing
existing built investments, land suitable for "Big Box" development
and pre-let forward funded developments, the Company focuses on
well-located, modern "Big Box" logistics assets, typically greater
than 500,000 sq. ft. (measured by floor area, c. 64% of the
Company's existing logistics facilities including forward funded
developments are in excess of 500,000 sq ft), let to
institutional-grade tenants on long-term leases (typically at least
12 years in length) with upward-only rent reviews and geographic
and tenant diversification throughout the UK. The Company seeks to
exploit the significant opportunity in this sub-sector of the UK
logistics market owing to strong tenant demand and a limited supply
of Big Boxes.
The Company is a real estate investment trust to which Part 12
of the UK Corporation Tax Act 2010 applies ("REIT"), is listed on
the premium listing segment of the Official List of the FCA and is
a constituent of the FTSE 250, FTSE EPRA/NAREIT and MSCI
indices.
Further information on Tritax Big Box REIT is available at
www.tritaxbigbox.co.uk
IMPORTANT NOTICE
This Announcement is not for publication or public distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the
District of Columbia, collectively, the "United States"),
Australia, Canada, the Republic of South Africa ("South Africa"),
New Zealand or Japan or to US persons (as defined in Regulation S
under the US Securities Act (as defined below) ("Regulation S").
The distribution of this Announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
No public offering of the Placing Shares is being made in the
United States, United Kingdom, Australia, Canada, South Africa, New
Zealand, Japan or elsewhere. No prospectus will be made available
in connection with the matters contained in this Announcement and
no such prospectus is required (in accordance with the Prospectus
Directive (as defined below)) to be published. This Announcement is
being distributed to persons in the United Kingdom only in
circumstances in which section 21(1) of the Financial Services and
Markets Act 2000, as amended ("FSMA") does not apply.
This Announcement is directed only at: (a) persons in member
states of the European Economic Area who are qualified investors
within the meaning of article 2(1)(e) of EU Directive 2003/71/EC
and amendments thereto (the "Prospectus Directive") ("Qualified
Investors") and (b) if in the United Kingdom, persons who (i) have
professional experience in matters relating to investments who fall
within the definition of "investment professionals" in article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net
worth companies, unincorporated associations or partnerships or
trustees of high value trusts as described in article 49(2) of the
Order and (ii) are "qualified investors" as defined in section 86
of FSMA and (c) otherwise, to persons to whom it may otherwise be
lawful to communicate it (all such persons together being
referenced to as "relevant persons"). Any investment in connection
with the Placing will only be available to, and will only be
engaged with, relevant persons. Any person who is not a relevant
person should not act or rely on this Announcement or any of its
contents.
This Announcement is for information purposes only and does not
contain or constitute an offer for sale of, or the solicitation of
an offer or an invitation to buy or subscribe for, Placing Shares
to any person in the United States, Australia, Canada, South
Africa, New Zealand or Japan or in any jurisdiction to whom or in
which such offer or solicitation is unlawful.
The Company has not been and will not be registered under the US
Investment Company Act of 1940, as amended (the "Investment Company
Act"). In addition, the Placing Shares have not been and will not
be registered under the US Securities Act of 1933, as amended (the
"US Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be offered or
sold, resold, transferred or delivered, directly or indirectly
within, into or in the United States or to or for the account or
benefit of US persons absent registration or an exemption from the
registration requirements of the Securities Act and in compliance
with any applicable state securities laws and in circumstances that
will not require registration of the Company under the Investment
Company Act. There will be no public offer of the Placing Shares in
the United States.
The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S under the US Securities
Act.
The Placing Shares have not been and will not be registered
under the applicable securities laws of any state, province or
territory of Australia, Canada, South Africa, New Zealand or Japan.
Subject to certain exceptions, the Placing Shares may not be
offered or sold in Australia, Canada, South Africa, New Zealand or
Japan or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada, South Africa, New Zealand
or Japan.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (the "Corporations Act") or a
product disclosure statement under Chapter 7 of the Corporations
Act and will not be lodged with the Australian Securities and
Investments Commission. No offer of securities is made pursuant to
this Announcement in Australia except to a person who is (i) either
a "sophisticated investor" within the meaning of section 708(8) of
the Corporations Act or a "professional investor" within the
meaning of section 9 and section 708(11) of the Corporations Act;
and (ii) a "wholesale client" for the purposes of section 761G(7)
of the Corporations Act (and related regulations) who has complied
with all relevant requirements in this respect. No Placing Shares
may be offered for sale (or transferred, assigned or otherwise
alienated) to investors in Australia for at least 12 months after
their issue, except in circumstances where disclosure to investors
is not required under Part 6D.2 of the Corporations Act.
No document has been registered, filed with or approved by any
New Zealand regulatory authority under the Financial Markets
Conduct Act 2013 (New Zealand) (the "FMC Act"). The Placing Shares
are not being offered or sold in New Zealand (or allotted with a
view to being offered for sale in New Zealand) other than to a
person who (i) is an investment business within the meaning of
clause 37 of Schedule 1 of the FMC Act; (ii) meets the investment
activity criteria specified in clause 38 of Schedule 1 of the FMC
Act; (iii) is large within the meaning of clause 39 of Schedule 1
of the FMC Act; (iv) is a government agency within the meaning of
clause 40 of Schedule 1 of the FMC Act; or (v) is an eligible
investor within the meaning of clause 41 of Schedule 1 of the FMC
Act and has delivered to the Company the necessary eligible
investor certificate in accordance with clauses 41, 43 and 46 of
Schedule 1 of the FMC Act. Any person in New Zealand who subscribes
for Placing Shares will be deemed to have represented and warranted
to the Company that it is a wholesale investor under the FMC Act
falling within one of (i) to (v) above and further undertakes to
provide all applicable certificates under the FMC Act to the
Company.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission; and the Placing
Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state,
province or territory of Australia. Accordingly, the Placing 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 Australia or any other jurisdiction outside
the United Kingdom or to, or for the account or benefit of any
national, resident or citizen of Australia.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission or similar regulatory
authority of any province or territory of Canada. The offering of
the Placing Shares is being made on a private placement basis only
in the provinces of British Columbia, Alberta, Manitoba, Ontario
and Quebec and is exempt from the requirement that the Company
prepare and file a prospectus with the relevant securities
regulatory authorities in Canada. No offer of securities is made
pursuant to this Announcement in Canada except to a person who has
represented to the Company and the Jefferies that such person (i)
is purchasing as principal, or is deemed to be purchasing as
principal in accordance with applicable Canadian securities laws,
for investment only and not with a view to resale or
redistribution; (ii) is an "accredited investor" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted
client" as such term is defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Placing Shares acquired
by a Canadian investor in this offering must be made in accordance
with applicable Canadian securities laws, which may vary depending
on the relevant jurisdiction, and
which may require resales to be made in accordance with Canadian
prospectus requirements, a statutory exemption from the prospectus
requirements, in a transaction exempt from the prospectus
requirements or otherwise under a discretionary exemption from the
prospectus requirements granted by the applicable local Canadian
securities regulatory authority. These resale restrictions may
under certain circumstances apply to resales of the Placing Shares
outside of Canada.
In South Africa, this Announcement and the related Placing is
only for distribution to persons falling within the exemptions set
out in section 96(1)(a) or (b) of the South African Companies Act
No. 71 of 2008 (as amended) (the "South African Companies Act") and
to whom this Placing will be specifically addressed (the "South
African Qualifying Investors").
As such, in South Africa this Announcement and the related
Placing does not constitute an offer for the sale of or
subscription for, or the solicitation of an offer to buy and/or to
subscribe for shares to the public as defined in the South African
Companies Act and will not be distributed to any person in South
Africa in any manner which could be construed as an offer to the
public in terms of the South African Companies Act. Should any
person who is not a South African Qualifying Investor receive this
Announcement and the related Placing, they should not and will not
be entitled to acquire any shares or otherwise act thereon.
This Announcement does not, nor is it intended to, constitute a
prospectus prepared and registered under the South African
Companies Act. Accordingly, this Announcement does not comply with
the substance and form requirements for prospectuses set out in the
South African Companies Act and the South African Companies Act
Regulations of 2011 and has not been approved by, and/or registered
with, the South African Companies and Intellectual Property
Commission, or any other South African authority.
The information contained in this Announcement constitutes
factual information as contemplated in section 1(3)(a) of the South
African Financial Advisory and Intermediary Services Act No. 37 of
2002 (as amended) ("FAIS") and does not constitute the furnishing
of, any "advice" as defined in section 1(1) of FAIS. The
information contained in this Announcement should not be construed
as an express or implied recommendation, guidance or proposal that
any particular transaction is appropriate to the particular
investment objectives, financial situations or needs of a
prospective investor, and nothing in this Announcement should be
construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa.
The Placing Shares have not been and will not be registered
under the Financial Instruments and Exchange Law of Japan (Law
No.25 of 1948, as amended) (the "FIEL") and no securities
registration statement under the FIEL has been filed. Accordingly,
the Placing Shares may not (unless an exemption of the registration
requirement under the FIEL is applicable) be offered, sold, resold
or delivered, directly or indirectly, in or into Japan or to, or
for the account or benefit of any national, resident or citizen of
Japan.
This Announcement has not been approved or authorised by the
Guernsey Financial Services Commission for circulation in Guernsey,
and may not be distributed or circulated directly or indirectly to
any persons in the Bailiwick of Guernsey other than (i) by a person
licensed to do so under the terms of the Protection of Investors
(Bailiwick of Guernsey) Law, 1987, as amended, or (ii) to those
persons regulated by the Guernsey Financial Services Commission as
licensees under the Protection of Investors (Bailiwick of Guernsey)
Law, 1987, as amended, the Banking Supervision (Bailiwick of
Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey)
Law, 2002 or the Regulation of Fiduciaries, Administration Business
and company Directors etc. (Bailiwick of Guernsey) Law, 2000.
In Jersey, this Announcement (and the financial services to
which it relates) has not been approved by and will not be
submitted for approval to the Jersey Financial Services Commission
(JFSC) for the purposes of public offering or sale in the Island of
Jersey.
The comparability of the information on the Company's
performance to date to its future performance is by its nature
limited for a variety of reasons. Without limitation, results can
be positively or negatively affected by market conditions beyond
the control of the Company or Tritax Management LLP (the "Manager")
which may be different in many respects from those that prevail at
present or in the future, with the result that the performance of
investment portfolios originated now may be significantly different
from those originated in the past. Neither the past performance of
the Company nor the Manager is a reliable indicator of, and cannot
be relied upon as a guide to, the future performance of the Company
or the Manager. Prospective 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. Persons considering making such an investment
should consult an authorised person specialising in advising on
such investments. This Announcement does not constitute a
recommendation concerning the Placing and prospective investors
should note that the value of ordinary shares can decrease as well
as increase.
Jefferies is authorised and regulated by the FCA. Akur is
authorised and regulated by the FCA. Each of Jefferies and Akur is
acting exclusively for the Company and no-one else in connection
with the Placing and Admission. They will not regard any other
person as their respective clients in relation to the subject
matter of this Announcement and will not be responsible to anyone
other than the Company for providing the protections afforded to
their respective clients, nor for providing advice in relation to
the contents of this Announcement or any transaction, arrangement
or other matter referred to herein.
This Announcement is being issued by and is the responsibility
of the Company. Neither the Manager, Jefferies, Akur nor any of
their respective affiliates accepts any responsibility or liability
whatsoever for/or makes any representation or warranty, express or
implied, as to this Announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company, its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the Announcement or its
contents or otherwise arising in connection therewith. The Manager,
Jefferies, Akur and their respective affiliates accordingly
disclaim all and any liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this
Announcement or its contents, accuracy, fairness, verification,
completeness or otherwise arising in connection therewith.
This Announcement does not constitute a recommendation
concerning the proposed Placing. The price and value of securities
and any income from them can go down as well as up and investors
may not get back the full amount invested on disposal of the
securities. Past performance is not a guide to future performance.
Information in this Announcement or any of the documents relating
to the proposed Placing cannot be relied upon as a guide to future
performance. The Placing timetable may be influenced by a range of
circumstances such as market conditions. There is no guarantee that
the Placing will occur and you should not base your financial
decisions on the Company's intentions in relation to the Placing or
the information contained in this Announcement. The contents of
this Announcement are not to be construed as legal, business or tax
advice. Each prospective investor should consult his, her or its
own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Jefferies.
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", "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, 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 these 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, London Stock Exchange plc 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.
In connection with the Placing, Jefferies and any of its
affiliates, acting as investors for their own account, may take up
a portion of the shares in the Placing as a principal position and
in that capacity may retain, subscribe for, purchase, sell, offer
to sell for their own accounts such shares and other securities of
the Company or related investments in connection with the Placing
or otherwise. Accordingly, references to Placing Shares being
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, Jefferies and any of its
affiliates acting in such capacity. In addition, Jefferies and any
of its affiliates may enter into financing arrangements (including
swaps) with investors in connection with which Jefferies and any of
its affiliates may from time to time acquire, hold or dispose of
shares. Jefferies does not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
The Placing Shares will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("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 MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that the Placing 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, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
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 Offer.
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 Placing Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Marketing disclosures pursuant to AIFMD (as defined below)
The Company is an externally managed alternative investment fund
and has appointed the Manager as its alternative investment fund
manager. In accordance with Article 32 of Directive 2011/61/EU of
the European Parliament and of the Council of 8 June 2011 on
Alternative Investment Fund Managers ("AIFMD"), the Manager has
been given clearance by the FCA to market the Placing Shares to
professional investors in Finland, Ireland, Luxembourg,
Netherlands, Denmark, Norway and Sweden, and also in the United
Kingdom, in accordance with AIFMD and the laws, rules and
regulations implementing AIFMD in the United Kingdom, including
without limitation the Alternative Investment Fund Managers
Regulations 2013 (No. 1173/2013) and the Investment Funds
Sourcebook of the FCA (the "UK AIFMD Rules") and has been duly
notified by the FCA that the relevant marketing notification have
been made by the FCA to the relevant competent authorities in those
jurisdictions.
Pursuant to Article 23 of AIFMD and the applicable UK AIFMD
Rules, the Manager is required to make available to persons in the
European Union who are invited to and who choose to participate in
the Placing, by making an oral or written offer to subscribe for
Placing Shares, including any individuals, funds or others on whose
behalf a commitment to subscribe for Placing Shares is given (the
"Placees") certain information (the "Article 23 Disclosures"). For
the purposes of the Placing, the Manager has made the Article 23
Disclosures available Placees in the 'Investor - Shareholder
Information' section of the Company's website at:
https://tritaxbigbox.co.uk/investors/shareholder-information/
PRIIPs (as defined below)
In accordance with the Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key
information documents for packaged retail and insurance-based
investment products ("PRIIPs") and its implementing and delegated
acts (the "PRIIPs Regulation"), the Manager has prepared a key
information document (the "KID") in respect of the ordinary shares
in the capital of the Company ("Shares"). The KID is made available
by the Manager to "retail investors" prior to them making an
investment decision in respect of the Shares at
www.tritaxbigbox.co.uk.
If you are distributing Shares, it is your responsibility to
ensure that the KID is provided to any clients that are "retail
clients".
The Manager is the only manufacturer of the Shares for the
purposes of the PRIIPs Regulation and none of the Company,
Jefferies or Akur are manufacturers for these purposes. None of the
Company, Jefferies or Akur makes any representations, express or
implied, or accepts any responsibility whatsoever for the contents
of the KID prepared by the Manager nor accepts any responsibility
to update the contents of the KID in accordance with the PRIIPs
Regulation, to undertake any review processes in relation thereto
or to provide the KID to future distributors of Shares. Each of the
Company, Jefferies or Akur and their respective affiliates
accordingly disclaim all and any liability whether arising in tort
or contract or otherwise which it or they might have in respect of
the key information documents prepared by the Manager. Investors
should note that the procedure for calculating the risks, costs and
potential returns in the KID are prescribed by laws. The figures in
the KID may not reflect actual returns for the Company and
anticipated performance returns cannot be guaranteed.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (the
"EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMMENTS THERETO, INCLUDING
THE 2010 PD AMING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED
INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES
OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND
(II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA"), AND (C)
OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO
COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON
SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND
AGREE THAT YOU ARE A RELEVANT PERSON. 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 APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT AND THIS
APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS
DOCUMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT INTED TO AND
DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF
AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES IN AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA,
ITS TERRITORIES OR POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES") OR TO
US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT
("REGULATION S")). THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY AND IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES. THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED
(THE "US SECURITIES ACT"), OR UNDER THE APPLICABLE 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 WITHIN, INTO OR IN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, US PERSONS, EXCEPT PURSUANT TO AN APPLICABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES. THE COMPANY HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF
1940, AS AMED (THE "US INVESTMENT COMPANY ACT") AND INVESTORS WILL
NOT BE ENTITLED TO THE BENEFITS OF THE US INVESTMENT COMPANY
ACT.
THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED
STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES
ACT.
THE MANAGER IS AUTHORISED FOR THE MANAGEMENT OF THE COMPANY AND
MARKETING OF THE NEW ORDINARY SHARES IN THE UNITED KINGDOM AND IS
SUPERVISED BY THE FINANCIAL CONDUCT AUTHORITY ("FCA"). IN
ACCORDANCE WITH ARTICLE 32 OF DIRECTIVE 2011/61/EU OF THE EUROPEAN
PARLIAMENT AND OF THE COUNCIL OF 8 JUNE 2011 ON ALTERNATIVE
INVESTMENT FUND MANAGERS ("AIFMD"), THE MANAGER HAS BEEN GIVEN
CLEARANCE BY THE FCA TO MARKET PLACING SHARES TO PROFESSIONAL
INVESTORS IN FINLAND, IRELAND, LUXEMBOURG, NETHERLANDS, DENMARK,
NORWAY AND SWEDEN, AND ALSO IN THE UNITED KINGDOM. IN ACCORDANCE
WITH AIFMD AND THE LAWS, RULES AND REGULATIONS IMPLEMENTING AIFMD
IN THE UK, INCLUDING WITHOUT LIMITATION THE ALTERNATIVE INVESTMENT
FUND MANAGERS REGULSATIONS 2013 (NO. 1173/2013) AND THE INVESTMENT
FUNDS SOURCEBOOKOF THE FCA (THE "UK AIFMD RULES") AND HAS BEEN DULY
NOTIFIED BY THE FCA THAT THE RELEVANT MARKETING NOTIFICATIONS HAVE
BEEN MADE BY THE FCA TO THE RELEVANT COMPETENT AUTHORITIES IN THOSE
JURISDICTIONS.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (LAW
NO.25 OF 1948, AS AMED) (THE "FIEL") AND NO SECURITIES REGISTRATION
STATEMENT UNDER ARTICLE 4, PARAGRAPH 1 OF THE FIEL HAS BEEN
FILED.
EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS
OF A SUBSCRIPTION FOR THE PLACING SHARES.
Persons who are invited to and who choose to participate in the
Placing (as defined below), by making an oral or written offer to
subscribe for Placing Shares, including any individuals, funds or
others on whose behalf a commitment to subscribe for Placing Shares
is given (the "Placees"), will be deemed to have read and
understood this announcement, (such announcement and the Appendix
together being the "Announcement") including this Appendix, 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 this Appendix. In
particular each such Placee represents, warrants and acknowledges
that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
and
(b) if it is in a member state of the EEA and/or if it is a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, that any Placing Shares subscribed for by it
in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to
their offer or resale to, persons in any member state of the EEA in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
which has implemented the Prospectus Directive to Qualified
Investors (as defined above), or in circumstances in which the
prior consent of Jefferies International Limited ("Jefferies") has
been given to each such proposed offer or resale.
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.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission or similar regulatory
authority of any province or territory of Canada. The offering of
the Placing Shares is being made on a private placement basis only
in the provinces of British Columbia, Alberta, Manitoba, Ontario
and Quebec and is exempt from the requirement that the Company
prepare and file a prospectus with the relevant securities
regulatory authorities in Canada. No offer of securities is made
pursuant to this Announcement in Canada except to a person who has
represented to the Company and Jefferies that such person: (i) is
purchasing as principal, or is deemed to be purchasing as principal
in accordance with applicable Canadian securities laws, for
investment only and not with a view to resale or redistribution;
(ii) is an "accredited investor" as such term is defined in section
1.1 of National Instrument 45-106 Prospectus Exemptions or, in
Ontario, as such term is defined in section 73.3(1) of the
Securities Act (Ontario); and (iii) is a "permitted client" as such
term is defined in section 1.1 of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Placing Shares acquired by a
Canadian investor in this offering must be made in accordance with
applicable Canadian securities laws, which may vary depending on
the relevant jurisdiction, and which may require resales to be made
in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission; and the Placing
Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state,
province or territory of Australia. Accordingly, the Placing 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 Australia or any other jurisdiction outside
the United Kingdom or to, or for the account or benefit of any
national, resident or citizen of Australia.
The Placing Shares have not been and will not be registered
under the FIEL and no securities registration statement under the
FIEL has been filed. Accordingly, the Placing Shares may not
(unless an exemption of the registration requirement under the FIEL
is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Japan or to, or for the account or benefit
of any national, resident or citizen of Japan.
In South Africa, each Placee represents, warrants and
acknowledges that:
(a) this Announcement and the related Placing is only for
distribution to persons falling within the exemptions set out in
section 96(1)(a) or (b) of the South African Companies Act (as
defined above) and to whom this Placing will be specifically
addressed;
(b) this Announcement and the related Placing does not
constitute an offer for the sale of or subscription for, or the
solicitation of an offer to buy and/or to subscribe for shares to
the public as defined in the South African Companies Act and will
not be distributed to any person in South Africa in any manner
which could be construed as an offer to the public in terms of the
South African Companies Act;
(c) should any person who is not a South African Qualifying
Investor (as defined above) receive this Announcement and the
related Placing, they should not and will not be entitled to
acquire any shares or otherwise act thereon;
(d) this Announcement does not, nor is it intended to,
constitute a prospectus prepared and registered under the South
African Companies Act and accordingly, this Announcement does not
comply with the substance and form requirements for prospectuses
set out in the South African Companies Act and the South African
Companies Act Regulations of 2011 and has not been approved by,
and/or registered with, the South African Companies and
Intellectual Property Commission, or any other South African
authority; and
(e) the information contained in this Announcement in respect of
the Placing constitutes factual information as contemplated in
section 1(3)(a) of FAIS (as defined above) and does not constitute
the furnishing of, any "advice" as defined in section 1(1) of FAIS,
and, furthermore, the information contained in this Placing should
not be construed as an express or implied recommendation, guidance
or proposal that any particular transaction is appropriate to the
particular investment objectives, financial situations or needs of
a prospective investor, and nothing in this Announcement should be
construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa.
None of Jefferies, Akur (as defined below), nor any of their
respective affiliates, agents, directors, officers or employees,
make any representation to any Placees regarding an investment in
the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
Jefferies, the Company, Tritax Management LLP (the "Manager")
and Akur Limited ("Akur") have today entered into a placing
agreement (the "Placing Agreement") pursuant to which Jefferies has
agreed that it will, as agent for and on behalf of the Company, use
its reasonable endeavours to procure Placees for up to 109,364,308
new ordinary shares of GBP0.01 each in the capital of the Company
(the "Placing Shares") at 142.25 pence per Placing Share (the
"Placing") on the terms and subject to the conditions set out in
the Placing Agreement. For the avoidance of doubt, Jefferies shall
not be under any obligation to subscribe for any Placing Shares as
principal and Jefferies shall pay to the Company the proceeds
actually received by it from Placees with respect to the Placing in
accordance with the Placing Agreement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of GBP0.01 each in the capital of the Company (the "Ordinary
Shares"), including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after Admission (as defined below).
Applications for listing and admission to trading
Applications have been made to the FCA for admission of the
Placing Shares to the premium listing segment of the Official List
of the UK Listing Authority (the "Official List") and to London
Stock Exchange plc (the "London Stock Exchange") for admission to
trading of the Placing Shares on its main market for listed
securities (together, "Admission"). It is expected that Admission
will become effective at around 8.00 a.m. on 24 April 2018 (or such
later time and date as may be agreed by the Company after the close
of the Bookbuild (as defined below)) and that dealings in the
Placing Shares will commence at that time.
Bookbuild
Jefferies will today commence the bookbuilding process to
determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Appendix gives details of the terms and
conditions of, and the mechanics for participation in, the Placing.
No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
Jefferies shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in its absolute
discretion following consultation with the Company, determine.
Participation in, and principal terms of, the Placing
1. Jefferies is acting as a sole global co-ordinator,
bookrunner, joint financial adviser and agent of the Company in
connection with the Placing.
2. Akur is acting as joint financial adviser in relation to the Placing.
3. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Jefferies. Jefferies and its agents and affiliates are entitled to
enter bids in the Bookbuild as principal.
4. The Bookbuild, if successful, will establish the number of
Placing Shares to be issued by the Company pursuant to the Placing,
which will be determined by the Company (in consultation with
Jefferies) following completion of the Bookbuild. The number of
Placing Shares to be issued will be announced on a FCA-listed
Regulatory Information Service ("RIS") following the completion of
the Bookbuild (the "Placing Results Announcement").
5. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
Jefferies. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Placing
Price. Bids may be scaled down by Jefferies on the basis referred
to in paragraph 9 below. Jefferies is arranging the Placing as
agent of the Company.
6. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with Jefferies'
consent will not be capable of variation or revocation after the
time at which it is submitted. Each Placee's obligations will be
owed to the Company and Jefferies. Each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to
Jefferies as agent of the Company, to pay in cleared funds
immediately on the settlement date, in accordance with the
registration and settlement requirements set out below, an amount
equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to subscribe for and the Company has
agreed to allot.
7. The Bookbuild is expected to close no later than 3:00 p.m.
(London time) on 19 April 2018 but may be closed earlier or later
at the absolute discretion of Jefferies and the Company. Jefferies
may, in agreement with the Company, accept bids that are received
after the Bookbuild has closed.
8. Each prospective Placee's allocation will be determined by
the Company (in consultation with Jefferies) and will be confirmed
orally by Jefferies (as agent for the Company) following the close
of the Bookbuild and a trade confirmation will be despatched
thereafter. This oral confirmation to such Placee will constitute
an irrevocable legally binding commitment upon that person (who
will at that point become a Placee) in favour of Jefferies and the
Company to subscribe for the number of Placing Shares allocated to
it at the Placing Price on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of
association. All obligations under the Bookbuild and Placing will
be subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement". By participating in the Bookbuild, 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.
9. Jefferies may choose to accept or reject bids, either in
whole or in part, on the basis of allocations determined in
agreement with the Company and may scale down any bids for this
purpose on such basis as they may determine. Jefferies may also,
notwithstanding paragraphs 5 and 6 above and subject to prior
consent of the Company (i) allocate Placing Shares after the time
of any initial allocation to any person submitting a bid after that
time and (ii) allocate Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The Company
reserves the right (upon agreement with Jefferies) to reduce or
seek to increase the amount to be raised pursuant to the Placing,
in its absolute discretion.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
11. Except as required by law or regulation, no press release or
other announcement will be made by Jefferies 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.
12. To the fullest extent permissible by law, neither Jefferies,
Akur, the Manager, the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any
responsibility or liability (whether in contract, tort or
otherwise) to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Jefferies,
Akur, the Manager, the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any
liability (whether in contract, tort or otherwise and including to
the fullest extent permissible by law, any fiduciary duties) in
respect of Jefferies' conduct or of such alternative method of
effecting the Placing as Jefferies, its affiliates and the Company
may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of Jefferies under the Placing Agreement in
respect of the Placing Shares are conditional on customary terms
and conditions, including among others:
(a) agreement being reached between the Company and Jefferies on
the number of Placing Shares to be issued pursuant to the
Placing;
(b) none of the representations and warranties of the Company
and the Manager respectively contained in the Placing Agreement
being untrue and inaccurate in any respect which, in the good faith
opinion of Jefferies, is material, or otherwise misleading in any
respect on (i) the date of the Placing Agreement; (ii) date of
completion of the Bookbuild; and (iii) at all times before
Admission by reference to the facts and circumstances from then
subsisting;
(c) the Company and the Manager complying in all material
respects with their respective obligations under the Placing
Agreement to the extent the same fall to be performed prior to
Admission;
(d) the Company allotting, subject only to Admission, the
Placing Shares to the Placees in accordance with the Placing
Agreement; and
(e) Admission taking place by not later than 8.00 a.m. (London
time) on 24 April 2018, or such later date as may be agreed between
the Company and Jefferies, not being later than 4 May 2018.
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, are waived or extended in writing by Jefferies) or have
become incapable of fulfilment on or before the date or time
specified for the fulfilment thereof (or such later date and/or
time as Jefferies may agree), or (ii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof. Jefferies may, in its absolute discretion,
waive certain conditions contained in the Placing Agreement. Any
such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
Neither Jefferies nor any of its affiliates, agents, directors,
officers or employees 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 it or they may make as to whether or not
to waive or to extend the time and/or the date for the satisfaction
of any condition to the Placing nor for any decision it or 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.
Lock-up
The Company has agreed with Jefferies that it will not, and will
procure that none of its subsidiaries will, at any time between the
date of this Agreement and 90 calendar days after the day of the
Placing Agreement, without the prior written consent of Jefferies
(such consent not to be unreasonably withheld or delayed), (i)
issue, allot, offer, pledge, sell, contract to sell, grant any
option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend or
otherwise transfer or dispose of, directly or indirectly, any
Ordinary Shares or other shares in the capital of the Company or
any securities convertible into or exchangeable for Ordinary Shares
or other shares in the capital of the Company or (ii) enter into
any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of
Ordinary Shares or other shares in the capital of the Company,
whether any such transaction described in (i) or (ii) above is to
be settled by delivery of Ordinary Shares or other shares in the
capital of the Company or such other securities, in cash or
otherwise, provided that the foregoing shall not apply to the issue
and offer by or on behalf of the Company of the Placing Shares
pursuant to the Placing or the issue of Ordinary Shares to the
Manager pursuant to the terms of the investment management
agreement between the Manager and the Company dated 2 July 2014 and
as amended and restated from time to time.
Right to terminate under the Placing Agreement
At any time before Admission, Jefferies, in its absolute
discretion, is entitled to terminate the Placing Agreement by
giving notice in writing to Akur, the Company and the Manager if,
amongst other things, (i) any matter or circumstance arises as a
result of which Jefferies expects that any of the conditions
contained in the Placing Agreement will not be satisfied or waived
(if capable of waiver) by Jefferies and continues not to be
satisfied at Admission; or (ii) in the opinion of Jefferies or Akur
acting in good faith the Company's and the Manager's respective
representations and warranties are not true and accurate or have
become misleading by reference to the facts subsisting from time to
time; or (iii) in the good faith opinion of Jefferies, there has
been a material adverse change affecting the condition (financial,
operational, legal or otherwise), in the earnings, management,
business affairs, general affairs, solvency, credit rating or
business prospects of the Group as a whole and/or the Manager,
whether or not arising in the ordinary course of the business,
since the date of the Placing Agreement; or (iv) the occurrence of
a force majeure or market disruption event as specified in the
Placing Agreement.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Jefferies of any right of termination or other discretion under
the Placing Agreement shall be within its absolute discretion and
that Jefferies does not need to make any reference to Placees and
that Jefferies shall not have any liability to Placees whatsoever
in connection with any such exercise and neither the Company nor
Jefferies nor any of their respective directors, officers,
employees, agents or affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure to
exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the UKLA or submitted to the London Stock
Exchange in relation to the Placing and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published. Placees' commitments will be made solely on the basis of
the information contained in this Announcement (including this
Appendix) released by the Company today and any information
publicly announced to a RIS by or on behalf of the Company on or
prior to the date of this Announcement and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) and
all other publicly available information previously and
simultaneously published by the Company by notification to a
Regulatory Information Service or otherwise filed by the Company is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, the Manager, Akur, Jefferies or any other person and none
of the Company, the Manager, Akur, Jefferies or any of their
respective affiliates 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. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude or limit the
liability of any person for fraudulent misrepresentation by that
person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. Jefferies and the Company reserve the right to require
settlement for and delivery of the Placing Shares (or a portion
thereof) to Placees in certificated form if delivery or settlement
is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with
Jefferies.
The Company will deliver the Placing Shares to a CREST account
operated by Jefferies (as agents for and on behalf of the Company)
and Jefferies will enter its delivery (DEL) instruction into the
CREST system. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment.
It is expected that settlement will be on 24 April 2018 (or such
later date as may be announced by the Company after the close of
the Bookbuild) on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation.
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.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Jefferies (as agent for the Company) may sell
any or all of the Placing Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, for the account and
benefit of Jefferies, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties thereon) or
other similar taxes imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf.
If Placing 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. Insofar as Placing 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 Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties and further terms
By submitting a bid and/or participating in the Placing, each
prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Jefferies (in its
capacity as sole global co-ordinator, bookrunner, joint financial
advisor and agent of the Company and Akur (in its capacity as joint
financial advisor of the Company), in each case as a fundamental
term of its application for Placing Shares, that:
(a) it has read and understood this Announcement, including this
Appendix, in its entirety and that its participation in the
Bookbuild and the Placing and its acquisition of Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
(b) that no offering document or prospectus or offering document
has been or will be prepared in connection with the Placing and it
has not received and will not receive a prospectus, admission
document or other offering document in connection with the
Bookbuild, the Placing or the Placing Shares;
(c) the Placing does not constitute a recommendation or
financial product advice and Jefferies has not had regard to such
Placee's particular objectives, financial situation and needs;
(d) it has neither received nor relied on any "inside
information" as defined in the EU Market Abuse Regulation ("MAR")
concerning the Company in accepting this invitation to participate
in the Placing;
(e) it has the power and authority to carry on the activities in
which it is engaged, to subscribe and/or acquire Placing Shares and
to execute and deliver all documents necessary for such
acquisition;
(f) that none of the Company, the Manager, Akur, Jefferies any
of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has
provided, and none of them will provide, it with any material
regarding the Placing Shares or the Company or any other person
other than information included in this Announcement (including
this Appendix), nor has it requested Jefferies, Akur, the Manager,
the Company, any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such
information;
(g) (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of
the Company prior to the date of this Announcement (the "Publicly
Available Information"); (ii) the Company's ordinary shares are
listed on the Official List and the Company is therefore required
to publish certain business and financial information in accordance
with the rules and practices of the London Stock Exchange and
relevant regulatory authorities (the "Exchange Information"), which
includes a description of the nature of the Company's business,
most recent balance sheet and profit and loss account, and similar
statements for preceding years, and it has reviewed such Exchange
Information as it has deemed necessary or that it is able to obtain
or access the Exchange Information without undue difficulty; and
(iii) it has had access to such financial and other information
(including the business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing and the Placing
Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has
satisfied itself that the information is still current and relied
on that investigation for the purposes of its decision to
participate in the Placing;
(h) (i) none of the Company, the Manager, Akur, Jefferies or any
of their respective affiliates has made any representations to it,
express or implied, with respect to the Company, the Placing and
the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information or the Exchange Information, and
each of them expressly disclaims any liability in respect thereof;
and (ii) it will not hold Jefferies, Akur, the Manager or any of
their respective affiliates responsible for any misstatements in or
omissions from any Publicly Available Information or any Exchange
Information. Nothing in this paragraph or otherwise in this
Announcement (including this Appendix) excludes the liability of
any person for fraudulent misrepresentation made by that
person;
(i) unless otherwise agreed with Jefferies, it and each account
it represents is not, and at the time the Placing Shares are
subscribed for neither it nor the beneficial owner of the Placing
Shares will be, a resident of Australia, Canada, Japan, New Zealand
or South Africa or any other jurisdiction in which it is unlawful
to make or accept an offer to acquire the Placing Shares and
further acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Australia,
Canada, Japan, New Zealand or South Africa and, subject to certain
exceptions, may not be offered, sold, transferred, taken up,
renounced, distributed or delivered, directly or indirectly, within
or into those jurisdictions;
(j) it and each account it represents either:
i. is not a US Person, is not located within the United States
and is not acquiring the New Ordinary Shares for the account or
benefit of a US Person; (B) is acquiring the Placing Shares in an
offshore transaction meeting the requirements of Regulation S and
did not become aware of the Placing by means of any directed
selling efforts as defined in Regulation S; and (C) is not
acquiring any of the Placing Shares as a result of any form of
"directed selling efforts" (within the meaning of Regulation S
under the Securities Act); or
ii. is a "qualified institutional buyer" ("QIB") as defined in
Rule 144A under the US Securities Act that is also a "qualified
purchaser" as defined in Section 2(a)(51) of the US Investment
Company Act and the related rules thereunder and that has executed
and delivered to the Company and Jefferies a U.S. investor letter
substantially in the form provided to it; and (B) is not acquiring
any of the Placing Shares as a result of any form of "general
solicitation" or "general advertising" within the meaning of Rule
502(c) under the Securities Act.
(k) if it falls within paragraph (j)(i) above, it agrees that if
in the future it decides to offer, sell, transfer, assign, pledge
or otherwise dispose of the Placing Shares or any beneficial
interest therein, it will do so only: (i) outside of the United
States in an "offshore transaction" complying with the provisions
of Regulation S under the Securities Act to a person outside the
United States and not known by the transferor to be a US Person, by
prearrangement or otherwise; (ii) inside the United States to a
"qualified institutional buyer" as defined in Rule 144A under the
Securities Act that is also a "qualified purchaser" within the
meaning of section 2(a)(51) of the Investment Company Act and the
rules thereunder in a transaction exempt from, or not subject to,
the registration requirements of the Securities Act and in
compliance with all applicable state securities laws and under
circumstances that would not require the Company to register under
the Investment Company Act; or (iii) to the Company or a subsidiary
thereof;
(l) it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Placing (including any electronic copies thereof), in or into the
United States;
(m) it acknowledges that the Placing Shares have not been and
will not be registered under the US Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and are not being offered or sold in the
United States or to, or for the account or benefit of, US Persons
except in transactions exempt from, or not subject to, the
registration requirements of the Securities Act and in compliance
with all applicable state securities laws and under circumstances
that will not require the Company to register under the US
Investment Company Act;
(n) it acknowledges that the Company has not registered under
the Investment Company Act and that the Company has put in place
restrictions to ensure that the Company is not and will not be
required to register under the Investment Company Act;
(o) save as otherwise agreed expressly in writing with the
Company, no portion of the assets used to acquire, and no portion
of the assets used to hold, the Ordinary Shares or any beneficial
interest therein constitutes or will constitute the assets of: (i)
an "employee benefit plan" as defined in section 3(3) of the US
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), that is subject to Title I of ERISA; (ii) 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 (iii) an entity whose underlying assets are
considered to include "plan assets" by reason of investment by an
"employee benefit plan" or a "plan" described in the preceding
clauses (i) or (ii) in such entity, pursuant to 29. C.F.R.
2510.3-101 as modified by section 3(42) of ERISA. In addition, if
an investor is 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, its acquisition, holding,
and disposition of the Ordinary Shares will not constitute a
violation of law or result in a non-exempt prohibited transaction
under section 503 of the US Tax Code or any substantially similar
law;
(p) it is acquiring the Placing Shares for its own account or
for one or more investment accounts for which it is acting as a
fiduciary or agent, in each case for investment only, and not with
a view to or for sale or other transfer in connection with any
distribution of the Placing Shares in any manner that would violate
the US Securities Act, the US Investment Company Act or any other
applicable securities laws;
(q) it is not, other than as set out in paragraphs (dd), (ee),
(ff), (gg) and the Important Notices in this Announcement, within
Australia, Canada, Japan, New Zealand or South Africa or any other
jurisdiction in which it is unlawful to make or accept an offer to
subscribe for the Placing Shares, and it will not offer or sell
such Placing Shares into any such jurisdiction;
(r) the content of this Announcement is exclusively the
responsibility of the Company and that neither the Manager,
Jefferies, Akur nor any of its respective affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them has or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously or subsequently published by or on behalf of
the Company, including, without limitation, 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 or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any information
previously published by the Company by notification to a RIS, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given or
representations, warranties or statements made by Jefferies, Akur,
the Company or the Manager and neither Jefferies, Akur, the Company
or the Manager will be liable for any Placee's decision to accept
an invitation to participate in the Placing based on any other
information, representation, warranty or statement;
(s) neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent
for, and the Placing Shares will not be allotted to, a person who
is or may be liable to stamp duty reserve tax under any sections
67,70, 93 and 96 of the Finance Act 1986 (depository receipts and
clearance services) and the Placing Shares are not being acquired
in connection with arrangements to issue depository receipts or to
issue or transfer Placing Shares into a clearance system;
(t) if in the United Kingdom, it has complied with its
obligations under the Criminal Justice Act 1993, section 118 of
FSMA, MAR and, and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006, and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (the "Regulations") and
the Money Laundering Sourcebook of the FCA 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;
(u) it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make the acknowledgments,
representations and agreements herein on behalf of each such
person; and (ii) it is and will remain liable to the Company and/or
Jefferies for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting
for another person). Each Placee agrees that the provisions of this
paragraph shall survive the resale of the Placing Shares by or on
behalf of any person for whom it is acting;
(v) if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, that the Placing Shares
subscribed for by it in the Placing will not be subscribed for on a
non-discretionary basis on behalf of, nor will they be subscribed
for with a view to their offer or resale to, persons in a member
state of the EEA other than Qualified Investors, or in
circumstances in which the prior consent of Jefferies has been
given to the proposed offer or resale;
(w) it and any person acting on its behalf falls within Article
19(5) and/or 49(a) to (d) of the Order and undertakes that it will
acquire, hold, manage and (if applicable) dispose of any Placing
Shares that are allocated to it for the purposes of its business
only;
(x) it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA except
in circumstances falling within Article 3(2) of the Prospectus
Directive which do not result in any requirement for the
publication of a prospectus pursuant to Article 3 of that
Directive;
(y) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
(z) it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
(aa) if in a member state of the EEA, it is a "qualified
investor" within the meaning of the Prospectus Directive;
(bb) if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments and who
falls within the definition of "investment professionals" in
Article 19(5) of the Order; or (ii) who is a high net worth entity
falling within Article 49(2)(A) to (D) of the Order; or (iii) to
whom this Announcement may otherwise lawfully be communicated;
(cc) if domiciled or having a registered office in an EEA state,
it is either a state which has not implemented the AIFMD or is one
of the following: Finland, Ireland, Luxembourg, Netherlands,
Denmark, Norway and Sweden or the United Kingdom and, in the case
of Ireland, Luxembourg or the Netherlands it is a professional
investor (as that term is defined in the AIFMD);
(dd) if in Canada, it (i) is resident in either the Province of
British Columbia, Alberta, Manitoba, Ontario and Quebec, (ii) is an
"accredited investor" as such term is defined in section 1.1 of
National Instrument 45-106 Prospectus Exemptions or, in Ontario, as
such term is defined in section 73.3(1) of the Securities Act
(Ontario), and (iii) is a "permitted client" as such term is
defined in section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations.
(ee) if in Australia, that it is (i) a "sophisticated investor"
within the meaning of section 708(8) of the Australian Corporations
Act 2001 (Cth) (the "Corporations Act") or a "professional
investor" within the meaning of section 9 and section 708(11) of
the Corporations Act, and (ii) a "wholesale client" as defined in
section 761G(7) of the Corporations Act, and the issue of the
Placing Shares to it does not require a prospectus or other form of
disclosure document under the Corporations Act and no Placing
Shares may be offered for sale (or transferred, assigned or
otherwise alienated) to investors in Australia for at least 12
months after their issue, except in circumstances where disclosure
to investors is not required under Part 6D.2 of the Corporations
Act;
(ff) if in Japan, it is a "qualified institutional investor"
("QII") as defined in the Cabinet Ordinance Concerning Definitions
under Article 2 of the FIEL;
(gg) if in South Africa, that (i) it is a person falling within
the exemptions set out in section 96(1) (a) and (b) of the South
African Companies Act (ii) this Announcement and the related
Placing does not constitute an offer for the sale of or
subscription for, or the solicitation of an offer to buy and/or to
subscribe for shares to the public as defined in the South African
Companies Act (iii) this Announcement does not, nor is it intended
to, constitute a prospectus prepared and registered under the South
African Companies Act (iv) the information contained in this
Announcement constitutes factual information as contemplated in
section 1(3)(a) of FAIS and does not constitute the furnishing of,
any "advice" as defined in section 1(1) of FAIS, (v) the
information contained in this Announcement is not and has not been
construed as an express or implied recommendation, guidance or
proposal that any particular transaction is appropriate to its
particular investment objectives, financial situations or its needs
as a prospective investor (vi) nothing in this Announcement is or
has be construed as constituting the canvassing for, or marketing
or advertising of, financial services in South Africa;
(hh) no action has been or will be taken by either the Company,
the Manager, Akur or Jefferies or any person acting on behalf of
the Company, the Manager, Akur or Jefferies that would, or is
intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is
required;
(ii) it and any person acting on its behalf: (i) is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) has paid any issue, transfer
or other taxes due in connection with its participation in any
territory; and (iii) has fully observed such laws and obtained all
such governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and
complied with all necessary formalities and that it has not taken
any action or omitted to take any action which will or may result
in Jefferies, Akur, the Company, the Manager or any of their
respective affiliates, directors, officers, agents, employees or
advisers acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing, and the
acquisition of the Placing Shares by it or any person acting on its
behalf will be in compliance with applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
(jj) it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to its
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) and will honour such obligations;
(kk) it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the terms
and conditions of this Announcement, including this Appendix, on
the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other persons or sold as
Jefferies may in its absolute discretion determine and without
liability to such Placee;
(ll) its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that Jefferies or the Company may
call upon it to subscribe for a lower number of Placing Shares (if
any), but in no event in aggregate more than the aforementioned
maximum;
(mm) the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. None of the Company, the Manager or Jefferies will be
responsible for any liability to stamp duty or stamp duty reserve
tax or other similar taxes 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 on an after-tax basis and hold harmless the Company and
Jefferies and their respective affiliates, agents, directors,
officers and employees in respect of the same on an after-tax basis
on the basis that the Placing 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;
(nn) neither Jefferies, Akur nor any of their respective
affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them, is making any recommendations to
it or, 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 a client of Jefferies or Akur and that neither
Jefferies nor Akur has any 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 its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
(oo) in making any decision to subscribe for the Placing Shares,
it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
confirms that it is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear,
and is able to bear, the economic risk of participating in, and is
able to sustain a complete loss in connection with, the Placing. It
further confirms that it relied on 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,
and not upon any view expressed or information provided by or on
behalf of Jefferies or Akur;
(pp) in connection with the Placing, Jefferies and any of its
affiliates acting as an investor for its own account may take up
Placing Shares in the Company and in that capacity may subscribe
for, retain, purchase or sell for its own account such Ordinary
Shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Jefferies does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so;
(qq) its commitment to acquire the Placing Shares on the terms
set out herein and in the contract note will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and Placees will have no right to be consulted
or require that their consents be obtained with respect to the
Company's or Jefferies' conduct of the Placing;
(rr) 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 agreements 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 arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company, the Manager, Akur
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;
(ss) the Company, the Manager, Jefferies, Akur and their
respective affiliates and others will rely upon the truth and
accuracy of acknowledgements, warranties and agreements set forth
herein and which are given to Jefferies and Akur on its own behalf
and on behalf of the Company and are irrevocable and it irrevocably
authorises the Company and each of the Manager, Jefferies and Akur
to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein. It agrees that if any of the
acknowledgements, representations, warranties and agreements made
in connection with its subscribing and/or acquiring of Placing
Shares is no longer accurate, it shall promptly notify the Company,
the Manager, Jefferies and Akur;
(tt) it will indemnify on an after-tax basis and hold the
Company, the Manager, Jefferies, Akur 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;
(uu) none of the Company, the Manager, Akur nor Jefferies owes
any fiduciary or other duties to any Placee in respect of any
acknowledgements, confirmations, undertakings, representations,
warranties or indemnities in the Placing Agreement;
(vv) if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable
laws and regulations; and
(ww) its commitment to take up Placing Shares on the terms set
out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may or in the future be made to
the terms and conditions 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, the Manager or Jefferies' conduct of
the Placing.
The foregoing acknowledgements, confirmations, undertakings,
representations and warranties are given for the benefit of each of
the Company, the Manager, Jefferies and Akur (for their own benefit
and, where relevant, the benefit of their respective affiliates and
any person acting on their behalf) and are irrevocable.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of stamp duty and stamp duty reserve tax
relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company
for the Placing Shares in question. Such agreement is subject to
the representations, warranties and further terms above and assumes
and is based on the warranty from each Placee that the Placing
Shares are not being subscribed for in connection with arrangements
to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company, the
Manager, Jefferies nor Akur will be responsible and the Placees
shall indemnify on an after-tax basis and hold harmless the
Company, the Manager, Jefferies and Akur and their respective
affiliates, agents, directors, officers and employees for any stamp
duty or stamp duty reserve tax paid by them in respect of any such
arrangements or dealings. If this is the case, each Placee should
seek its own advice and notify Jefferies accordingly.
Neither the Company, the Manager, Jefferies nor Akur is liable
to bear any capital duty, 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 in or outside the United Kingdom by any Placee or any other
person on a Placee's acquisition of any Placing Shares or the
agreement by a Placee to acquire any Placing Shares. Each Placee
agrees to indemnify on an after-tax basis and hold harmless the
Company, the Manager, Jefferies, Akur and their respective
affiliates, agents, directors, officers and employees from any and
all such stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including interest, fines or
penalties relating thereto).
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify Jefferies accordingly.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Jefferies or any of its affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
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 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.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
The rights and remedies of Jefferies, the Manager, Akur and the
Company under these Terms and Conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others. If a Placee is a discretionary fund
manager, he may be asked to disclose, in writing or orally to
Jefferies the jurisdiction in which the funds are managed or
owned.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment by Jefferies (in its absolute
discretion). Jefferies shall notify the Placees and any person
acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, Jefferies or their respective
affiliates, agents, directors, officers and employees pursuant to
this Announcement where the payment (or any part thereof) is
chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account
any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLFFFFSEIDLIT
(END) Dow Jones Newswires
April 18, 2018 02:00 ET (06:00 GMT)
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