TIDMBSIF
RNS Number : 3435F
Bluefield Solar Income Fund Limited
16 November 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, TO ANY US PERSON (AS DEFINED IN REGULATION S
("REGULATION S") UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT")) OR IN OR INTO OR WITHIN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT (INCLUDING THE
APPIX).
THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR TO US PERSONS.
The information contained within this announcement is deemed by
Bluefield Solar Income Fund Limited to constitute inside
information as stipulated under the Market Abuse Regulation (EU)
No. 596/2014. Upon the publication of this announcement via the
Regulatory Information Service, this inside information is now
considered to be in the public domain.
16 November 2020
Bluefield Solar Income Fund Limited
(the "Company")
Placing to raise up to approximately GBP45 million
The Company is pleased to announce a proposed placing of new
ordinary shares of no par value in the capital of the Company
("Ordinary Shares") (the "Placing Shares") (the "Placing") at a
price of 124 pence per Placing Share (the "Placing Price"), with
the intention of raising a target of approximately GBP45 million to
repay the drawn revolving credit facility. Numis Securities Ltd
("Numis"), the Company's corporate broker, is acting as placing
agent to the Company in respect of the Placing. The Placing is not
being underwritten.
Background to the Placing
The Company currently holds an operational portfolio of 105PV
plants (consisting of 64 large-scale sites, 39 microsites and 2
rooftop sites) with a total capacity of 543 MegaWatt peak ("MWp").
The portfolio displays strong diversity through geographical
variety, a range of proven PV technologies and infrastructure
(arising from the solar PV farms having been constructed by a
number of experienced solar contractors) and a blend of asset sizes
with capacities ranging from micro-sites to substantial
utility-scale solar farms (including two plants at c.50MWp).The
Company has recently successfully completed a material acquisition
of a UK-based portfolio of 15 plants with a total installed
capacity of 64.2MWp for an initial cash consideration of GBP106.6
million (including working capital) with deferred consideration of
up to GBP2.1 million, contingent on securing asset life extensions.
This transaction was financed through increased debt facilities and
resulted in the total outstanding debt of the Company and its group
(the "Group") increasing to GBP328.2 million which includes
GBP44.1m drawn on a revolving credit facility. This figure
represents 43.1% of gross asset value ("GAV") which is in line with
the board of directors of the Company's target long term leverage
of 40-50% of GAV. As a consequence, in order not to exceed the
target leverage, any future material acquisitions would require the
Company to issue further equity to either finance acquisitions
directly or to reduce debt to provide the capacity and flexibility
for future acquisitions.
In keeping with the objective of the Company's investment
adviser, Bluefield Partners LLP (the "Investment Adviser"), to
deliver value and return accretive acquisition opportunities to the
Company, the Investment Adviser continues to evaluate a significant
number of acquisition opportunities, which includes both subsidised
portfolios as well as a small number of ready to build subsidy free
assets
Details of the Placing
The Placing Shares issued pursuant to the Placing will be issued
at the Placing Price, being 124 pence each. The Placing Price
represents a premium of approximately 8.3 per cent. to the last
published unaudited net asset value as at 30 September 2020 (after
deducting the FY20/21 fourth interim dividend paid on 28 October
2020) and a discount of approximately 7.1 per cent. to the closing
share price on 13 November 2020.
The size of the Placing will be determined at the absolute
discretion of the Company and Numis. The maximum number of Placing
Shares available under the Placing is 36,500,000, representing
approximately 9.9 per cent. of the current issued share capital of
the Company. The maximum number of Placing Shares available to be
issued should not be taken as an indication of the actual number of
Placing Shares that will be issued, which will be determined at the
close of the Placing, expected to be on 19 November 2020.
The Placing is available to Qualified Investors (as defined in
the Terms and Conditions appended to this Announcement), who are
invited to apply for Placing Shares through Numis on the contact
details below.
Whilst the Placing will be non-pre-emptive, in making its
allocation decision, Numis (in consultation with the Company and
the Investment Adviser) will take into account applications for
Placing Shares from existing shareholders with a view to giving
these priority over other investors, where applicable, and
allocating to existing shareholders such number of Placing Shares
to enable them to retain their existing percentage holding of
Ordinary Shares in the issued share capital Company following the
issue of Placing Shares. However, allocation of the Placing Shares
remains at the absolute discretion of Numis (in consultation with
the Company and the Investment Adviser), and existing shareholders
will not be entitled to any minimum allocation of Placing Shares
and there can be no guarantee that existing shareholders who apply
for Placing Shares in the Placing will receive all or any of the
Placing Shares for which they apply because the allocation of
Placing Shares shall be determined by Numis (in consultation with
the Company and the Investment Adviser) in its absolute discretion
and Numis may scale down any Placing Share commitments for this
purpose on such basis as it may determine.
The expected timetable for the Placing is as follows:
2020
-------------------------
Placing opens 16 November
--------------------------------------- -------------------------
Placing closes 5.00 p.m. on 19 November
--------------------------------------- -------------------------
Results of Placing announced and trade 20 November
date
--------------------------------------- -------------------------
Admission of Placing Shares 24 November
--------------------------------------- -------------------------
All times and dates are subject to amendment. In particular, the
Company and Numis reserve the right to close the Placing at any
time. The results of the Placing will be announced shortly
thereafter.
Following the Placing, application will be made for the Placing
Shares to be admitted to listing on the premium segment of the
Official List of the Financial Conduct Authority and to be admitted
to trading on the premium segment of the main market for listed
securities of London Stock Exchange plc (together, "Admission").
Settlement for the Placing Shares and Admission is expected to take
place on or before 8.00 a.m. on 24 November 2020. The Placing is
conditional, among other things, upon Admission becoming effective
and the placing agreement dated 16 November 2020 between the
Company, the Investment Adviser and Numis not being terminated
prior to Admission.
All Placing Shares issued pursuant to the Placing will, when
issued and fully paid, confer the right to receive all dividends or
other distributions made, paid or declared, if any, by reference to
a record date after the date of their issue.
For further information:
Bluefield Partners LLP (Investment Adviser) Tel: +44 (0) 20 7078 0020
James Armstrong / Neil Wood / Giovanni Terranova www.bluefieldllp.com
Numis Securities Limited (Broker) Tel: +44 (0) 20 7260 1000
Tod Davis / David Benda www.numis.com
Ocorian (Company Secretary & Administrator) Tel: +44 (0) 1481 742 742
Kevin Smith www.ocorian.com
Media enquiries:
Buchanan (PR Adviser) Tel: +44 (0) 20 7466 5000
Henry Harrison-Topham / Henry Wilson / Charlotte Slater www.buchanan.uk.com
BSIF@buchanan.uk.com
Notes to Editors
About Bluefield Solar Income Fund Limited
Bluefield Solar Income Fund Limited is a UK income fund focused
primarily on acquiring and managing UK-based solar projects to
generate renewable energy for periods of typically 25 years or
longer. Not less than 75% of the fund's gross assets will be
invested into UK solar assets. The fund can also invest up to 25%
of its gross assets into onshore wind, hydro and storage
technologies. Its primary objective is to deliver to its
shareholders stable, long-term sterling income via quarterly
dividends. The majority of the fund and its group's revenue streams
are regulated and non-correlated to the UK energy market. The fund
owns and operates one of the UK's largest diversified portfolios of
solar assets with a combined installed power capacity in excess of
543 Megawatt peak (MWp).
Further information can be viewed at www.bluefieldsif.com
About Bluefield Partners LLP
Bluefield Partners LLP was established in 2009 and is an
investment adviser to companies and funds investing in renewable
energy infrastructure. It has a proven record in the selection,
acquisition and supervision of large-scale energy assets in the UK
and Europe. The team has been involved in over GBP1.9 billion
renewable funds and/or transactions in both the UK and Europe since
2008, including over GBP1.2 billion in the UK since December
2011.
Bluefield Partners LLP has led the acquisitions of, and
currently advises on, over 100 UK based solar PV assets that are
agriculturally, commercially or industrially situated. Based in its
London office, it is supported by a dedicated and highly
experienced team of investment, legal and portfolio executives.
Bluefield Partners LLP was appointed as investment adviser to
Bluefield Solar Income Fund Limited in June 2013.
APPIX
TERMS DEFINED IN THE ANNOUNCEMENT OF WHICH THIS APPIX FORMS PART
SHALL BEAR THE SAME MEANINGS IN THIS APPIX, INCLUDING THE TERMS AND
CONDITIONS HEREIN, UNLESS THE CONTEXT OTHERWISE REQUIRES.
The information contained within this announcement is deemed by
Bluefield Solar Income Fund Limited (the "Company") to constitute
inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 ("MAR"). Upon the publication of this
announcement via the Regulatory Information Service, this inside
information is now considered to be in the public domain. The
person responsible for arranging the release of this announcement
on behalf of the Company is Bluefield Partners LLP (the "investment
adviser")].
The contents of this announcement have been prepared and issued
by and are the sole responsibility of the Company.
The information in this announcement may not be reproduced,
redistributed, published, passed on or forwarded, directly or
indirectly, to any other person or published, in whole or in part,
in any manner whatsoever. Any forwarding, distribution,
reproduction or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of applicable securities laws and regulations of
other jurisdictions.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC IN THE UNITED KINGDOM ("UK") OR ELSEWHERE
ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS OF THE PLACING
SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT (A) QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E)
OF REGULATION (EU)2017/1129 (THE "PROSPECTUS REGULATION") and to
whom this announcement may legally be made pursuant to national
implementing legislation in any relevant european economic area
("EEA") state implementing the Alternative Investment Fund Managers
Directive (Directive 2011/61/EU) (the "AIFM DIRECTIVE") ("QUALIFIED
INVESTORS"); (B) IN THE UK, QUALIFIED INVESTORS WHO ARE PERSONS (I)
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER");
OR (II) FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS or partnerships or trustees
of high value trusts ") OF THE ORDER; OR (III) ARE PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (IV) ARE A
"PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE
MEANING OF CHAPTER 3 OF THE FINANCIAL CONDUCT AUTHORITY'S (THE
"FCA") CONDUCT OF BUSINESS SOURCEBOOK; OR (C) OTHER PERSONS TO WHOM
IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS.
THIS APPIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. IF YOU
ARE IN ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD
CONSULT A PROFESSIONAL ADVISER FOR ADVICE.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPIX)
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. NEITHER THIS
APPIX NOR THE ANNOUNCEMENT OF WHICH IT FORMS PART CONSTITUTES AN
OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN
THE COMPANY.
THIS ANNOUNCEMENT IS DIRECTED ONLY AT, AND THE PLACING SHARES
ARE ONLY BEING OFFERED OR SOLD TO, PERSONS IN THE EEA WHO ARE BOTH
(I) "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE
PROSPECTUS REGULATION, WHICH INCLUDES LEGAL ENTITIES WHICH ARE
REGULATED BY A COMPETENT AUTHORITY IN THE EEA OR ENTITIES WHICH ARE
NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN
SECURITIES AND (II) PERSONS TO WHOM THIS ANNOUNCEMENT MAY LEGALLY
BE MADE AND/OR THE ORDINARY SHARES MAY BE LAWFULLY MARKETED
PURSUANT TO IMPLEMENTING LEGISLATION IN ANY RELEVANT EEA STATE
IMPLEMENTING THE AIFM DIRECTIVE OR THE APPLICABLE IMPLEMENTING
LEGISLATION (IF ANY) OF THE MEMBER STATE OF THE EEA IN WHICH SUCH
PERSON IS DOMICILED OR IN WHICH SUCH PERSON HAS A REGISTERED
OFFICE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING
SHARES.
This announcement (including this appendix) has been issued by,
and is the sole responsibility of, the Company. No undertaking,
representation, warranty or other assurance, express or implied, is
made or given by or on behalf of the Company or any member of the
Company's group, the investment adviser, or numis securities
limited (the "placing agent" or "Numis") or any of their respective
directors, officers, partners, employees, agents or advisers or any
other person as to the accuracy or completeness of the information
or opinions contained in this announcement and no responsibility or
liability is accepted by any of them for any such information or
opinions or for any errors, omissions or misstatements, negligence
or otherwise in this announcement.
Persons (including individuals, funds or otherwise) who are
invited to and who choose to participate in the Placing by making
(or on whose behalf there is made) an oral or written offer to
subscribe for Placing Shares (the "Placees"), will be deemed to
have read and understood this 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, indemnities, acknowledgements, agreements 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 is permitted
in accordance with applicable laws, to receive this Announcement
and undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business;
(b) if it is in the EEA, it is a Qualified Investor, any shares
acquired by it in the Placing have not been acquired on behalf of
persons in the EEA other than Qualified Investors or persons in
other member states (where equivalent legislation exists) for whom
the investor has authority to make decisions on a wholly
discretionary basis, nor have the Placing Shares been acquired with
a view to their resale in the EEA to persons where this would
result in a requirement for publication by the Company, the
Investment Adviser or Numis or any other person of a prospectus
pursuant to Article 3 of the Prospectus Regulation;
(c) it is outside the United States, is not a US Person (within
the meaning Regulation S of the Securities Act), is subscribing for
Placing Shares in an "offshore transaction" (within the meaning of
Regulation S) and is subscribing for the Placing Shares for its own
account or is subscribing for the Placing Shares for an account
with respect to which it exercises sole investment discretion and
that it (and any such account) is outside the United States and is
not a US Person or it is a dealer or other professional fiduciary
in the United States acting on a discretionary basis for non-US
beneficial owners (other than an estate or trust), in reliance upon
Regulation S; and
(d) it has the authority to make and does make the
representations, warranties, indemnities, acknowledgements and
agreements contained in this Appendix and it understands (or, if
acting for the account of another person, such person understands)
the resale and transfer restrictions set out in this Appendix.
The Company and Numis will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements and
agreements.
Neither this Announcement (including this Appendix), nor any
copy of it, may be taken, transmitted, published or distributed,
directly or indirectly, in or into the United States, its
territories or possessions, or to any US person or any other
jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction.
This Announcement (including this Appendix) is for information
only and does not constitute an offer or invitation to offer to
sell or issue, or the solicitation of an offer to buy, underwrite,
subscribe for or otherwise acquire or dispose of any securities, or
investment advice in any jurisdiction, including without
limitation, the United States, Australia, Canada, Japan, the
Republic of South Africa or in any jurisdiction in which such offer
or invitation is not authorised or is unlawful (the "Restricted
Jurisdictions").
The distribution of this Announcement and the offering and sale
of participation rights or other securities in certain
jurisdictions may be restricted by law and therefore persons into
whose possession this Announcement comes should inform themselves
and observe any applicable restrictions. This Announcement is not
for transmission to, publication or distribution or release,
directly or indirectly, in any Restricted Jurisdiction or to any
national, resident or citizen of such jurisdiction. Any failure to
comply with these restrictions may constitute a violation of
securities laws of any Restricted Jurisdictions. No public offer of
securities of the Company is being made in the United Kingdom,
United States or elsewhere.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940, as amended (the "Investment
Company Act") and, as such, holders of the Company's securities
will not be entitled to the benefits of the Investment Company Act.
The securities of the Company have not been and will not be
registered under the Securities Act or under any applicable
securities laws of any state or other jurisdiction of the United
States or with any securities regulatory authority of any State or
other jurisdiction of the United States. The Placing Shares have
not been approved or disapproved by the US Securities and Exchange
Commission, any State securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this Announcement (including this
Appendix). Any representation to the contrary is a criminal offence
in the United States. Persons receiving this Announcement
(including this Appendix) (including custodians, nominees and
trustees) must not forward, distribute, mail or otherwise transmit
it in or into the United States or to US Persons or use the United
States mails, directly or indirectly, in connection with the
Placing.
Subject to certain exceptions, none of the securities of the
Company may be offered, sold, taken up, resold, transferred or
delivered, directly or indirectly, in, into or within the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any state or other
jurisdiction of the United States. There has been, and will be, no
public offer of the securities of the Company in the United States.
The Placing Shares are only being offered and sold outside the
United States to persons who are not US Persons in reliance on
Regulation S. Distribution of this Announcement is prohibited in
the United States. You are required to inform yourself of, and
comply with, all such restrictions or prohibitions and none of the
Company, the Investment Adviser, Numis or any of their affiliates
or any other person accepts liability to any person in relation
thereto.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the 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 the United States, Australia, Canada, Japan or the
Republic of South Africa. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
available) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan or Republic of
South Africa or any other jurisdiction outside the United
Kingdom.
Numis, which is authorised and regulated by the FCA, is acting
exclusively for the Company in connection with the Placing and for
no one else, will not regard any other person as its client in
relation to the Placing and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients nor for providing advice in relation to the Placing or any
other matter referred to in this Announcement (including this
Appendix). Apart from the responsibilities and liabilities, if any,
which may be imposed on Numis by the Financial Services and Markets
Act 2000 (as amended) (the "FSMA") or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, Numis
disclaims all and any responsibility or liability, whether arising
in tort, contract or otherwise, which it might otherwise have in
respect of this Announcement.
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 to a
jurisdiction outside the United Kingdom should seek appropriate
advice before taking any action.
The distribution of this Announcement (including the Appendix),
and the Placing and/or issue of the Placing Shares in certain
jurisdictions may be restricted by law and/or regulation. No action
has been taken or will be taken by the Company, Numis or any of
their respective Affiliates (as defined below), that would, or is
intended to, permit an offer of the Placing Shares or possession or
distribution of this Announcement (including this Appendix) or any
other offering or publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement
(including this Appendix) comes are required by the Company and
Numis to inform themselves about and to observe any such
restrictions.
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, in the UK being the
FCA's Product Intervention and Governance Sourcebook (PROD)
(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, it is expected that
the Placing Shares and the Ordinary Shares will only be marketed
with respect to retail investors to professionally-advised and
financially sophisticated non-advised retail investors.
Notwithstanding the Target Market Assessment, Distributors
should note that: the price of 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 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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis will only contact prospective placees for
participation in the Placing 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 Placing Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Details of the Placing Agreement and the Placing Shares
Numis has entered into a placing agreement in relation to the
Placing with the Company and the Investment Adviser (the "Placing
Agreement") under which Numis has, on the terms and subject to the
conditions set out therein, undertaken, as agent for the Company,
to use its reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price.
The Placing Agreement contains customary warranties given by the
Company and the Investment Adviser to Numis as to matters relating
to the Company and its business and a customary indemnity given by
the Company and the Investment Adviser to Numis in respect of
liabilities arising out of, or in connection with, the Placing.
Numis (after consultation with the Company and the Investment
Adviser) reserve the right to scale back the number of Placing
Shares to be subscribed by any Placee. The Company and Numis also
reserve the right not to accept offers to subscribe for Placing
Shares or to accept such offer in part rather than in whole. Numis
shall be entitled to effect the Placing by such method as it shall
in its sole discretion determine. To the fullest extent permissible
by law, Numis nor any holding company of Numis nor any subsidiary
branch or affiliate of Numis (each an "affiliate") nor any person
acting on behalf of any of the foregoing shall have any liability
to the Placees (or to any other person whether acting on behalf of
a Placee or otherwise). In particular, Numis, nor any affiliate
thereof nor any person acting on its behalf shall have any
liability to Placees in respect of their conduct of the
Placing.
Each Placee's obligations will be owed to the Company and to
Numis.
The Placing Shares will, when issued, be subject to the
Company's Memorandum and Articles of Incorporation and be credited
as fully paid and will rank pari passu in all respects with the
existing issued ordinary shares of no par value in the capital of
the Company ("Ordinary Shares"), including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of such Ordinary Shares after the date of issue of the
Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for listing and admission to trading
Application will be made to the FCA for admission of the Placing
Shares to listing on the premium segment of the Official List of
the FCA (the "Official List") and to London Stock Exchange plc for
admission of the Placing Shares to trading on the premium segment
of the main market for listed securities of London Stock Exchange
plc (the "Main Market") (together, "Admission"). It is expected
that Admission will become effective on or around 24 November 2020
and that dealings in the Placing Shares on the Main Market will
commence on that date.
Bookbuild
Numis will today commence the bookbuilding process in respect of
the Placing (the "Bookbuild") to determine demand for participation
in the Placing by Placees. This Appendix gives details of the terms
and conditions of and the mechanics of participation in the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares
Participation in and principal terms of the Placing
1. Numis is arranging the Placing as sole bookrunner and placing agent to the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by
Numis. Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Numis and any of its holding
companies, subsidiaries, branches or affiliates (each an
"Affiliate") are entitled to enter bids in the Bookbuild pursuant
to their liquidity provision/market making activities.
3. By participating in the Bookbuild process and the Placing,
Placees will be deemed to have read and understood this
Announcement (including this Appendix) in its entirety and to be
participating and making an offer for Placing Shares on the terms
and conditions, and to be providing the representations,
warranties, indemnities, acknowledgments, agreements and
undertakings contained in this Appendix.
4. The Placing Shares are being offered at a fixed price of 124
pence per Placing Share (the "Placing Price"). The number of
Placing Shares to be issued will be agreed between Numis and the
Company following completion of the Bookbuild. The number of
Placing Shares will be announced on a Regulatory Information
Service following completion of the Bookbuild.
5. To bid in the Bookbuild, Placees should communicate their bid
by telephone to their usual sales contact at Numis. Each bid should
state the number of Placing Shares that the prospective Placee
wishes to subscribe for. Bids may be scaled down by Numis on the
basis referred to in paragraph 9 below.
6. The Bookbuild is expected to close no later than 5.00 p.m.
(London time) on 19 November 2020 but may be closed earlier or
later at the discretion of Numis. Numis may, in agreement with the
Company, accept bids that are received after the Bookbuild has
closed.
7. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Announcement (including this Appendix)
and will be legally binding on the Placee on behalf of which it is
made and, except with Numis's consent, will not be capable of
variation or revocation after the time at which it is
submitted.
8. Each Placee's allocation will be confirmed to Placees orally
by Numis following the close of the Bookbuild, and a trade
confirmation will be dispatched as soon as practicable thereafter
by Numis and the terms of this Appendix will be deemed incorporated
by reference therein. Numis's oral confirmation to a Placee will
constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) in favour of Numis
and the Company, under which it agrees 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 Memorandum and Articles of Incorporation. Each Placee
will also have an immediate, separate, irrevocable and binding
obligation owed to Numis to pay it (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to subscribe. The
Company shall allot such Placing Shares to each Placee following
each Placee's payment to Numis (or as it may direct) of such
amount.
9. Subject to paragraphs 5 and 6 above, Numis may choose to
accept bids, either in whole or in part, on the basis of
allocations determined in consultation with the Company and the
Investment Adviser and may scale down any bids for this purpose on
such basis as Numis may determine. Numis may also, notwithstanding
paragraphs 5 and 6 above, subject to the 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.
10. Except as required by law or regulation, no press release or
other announcement will be made by Numis 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.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing, including
all obligations of Numis under the Placing, will be subject to
fulfilment or (where applicable) waiver 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".
13. 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.
14. Subject to the terms of the Placing Agreement, Numis shall
be entitled to effect the Bookbuild and the Placing by such method
as it shall in its sole discretion determine. To the fullest extent
permissible by law, neither Numis nor any of its Affiliates, nor
any person acting on behalf of any of the foregoing shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Numis, nor
any of its Affiliates nor any person acting on behalf of any of the
foregoing shall have any liability to Placees in respect of Numis's
conduct of the Bookbuild or of such alternative method of effecting
the Placing as Numis and the Company may agree.
Conditions of the Placing [1]
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. Numis's obligations under the Placing Agreement are
conditional on, inter alia:
a) compliance with certain publication of announcement
obligations (including with respect to this Announcement);
b) each of the Company and the Investment Adviser having
complied with and performed their respective obligations under the
Placing Agreement so far as the same fall to be performed before
Admission (including, without limitation, delivery of the documents
referred to and in accordance with the Placing Agreement);
c) there not having occurred or arisen before Admission any
material new factor, mistake or inaccuracy relating to the
information included this Announcement (including this Appendix);
and
d) Admission occurring not later than 8.00 a.m. on 24 November
2020 (or such later date and time as may be agreed between the
Company, the Investment Adviser and Numis, not being later than 1
December 2020),
(all the conditions to the obligations of Numis included in the
Placing Agreement being together the "conditions").
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled or (where
applicable) waived by Numis by the respective time or date where
specified (or such later time or date as Numis may agree), (ii) any
such conditions become incapable of being fulfilled (and is not
waived) or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee (or any person on whose behalf the Placee is acting) agrees
that no claim can be made by the Placee in respect thereof.
Numis may, at its absolute discretion and upon such terms as it
thinks fit, waive compliance by the Company or the Investment
Adviser with the whole or any part of any of their respective
obligations in relation to certain of the conditions in the Placing
Agreement (save that, inter alia, the condition relating to
Admission taking place may not be waived) or extend in writing the
time required for the fulfilment of any such conditions in respect
of all or any part of the performance thereof (save that the time
for satisfaction of the condition relating to Admission shall not
be extended beyond 8.00 a.m. on 1 December 2020). Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement (including this Appendix).
Neither Numis nor the Company shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision it may make as to whether
or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision
it 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 Numis.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Right to terminate under
the Placing Agreement" below, and will not be capable of rescission
or termination by the Placee.
To the fullest extent permitted by law, each Placee acknowledges
and agrees that it will not be entitled to exercise any remedy of
rescission at any time. This does not affect any other rights the
Placee may have.
Fractions of Placing Shares will not be issued.
Right to terminate under the Placing Agreement
Numis is entitled, at any time before Admission, to terminate
its obligations under the Placing Agreement in accordance with the
terms of the Placing Agreement in certain circumstances, including
if:
a) it comes to the knowledge of Numis that any of the warranties
contained in the Placing Agreement was untrue, inaccurate or
misleading when made and/or that any of the Warranties would be
untrue, inaccurate or misleading if it were to be repeated at any
time prior to Admission by reference to the facts, matters and
circumstances then subsisting; or
b) it shall come to the notice of Numis that any statement in
the Placing Documents (as defined in the Placing Agreement) is
incorrect in any material respect or has become untrue or incorrect
in any material respect or misleading as a result of a new matter
or change or that a new matter has arisen or a change has taken
place which would, if the Placing Documents were published at that
time, constitute a material omission from such documents; or
c) the Company or the Investment Adviser shall fail to comply
with any of their respective obligations under the Placing
Agreement in a material respect.
If Numis exercises its right to terminate its obligations under
the Placing Agreement, the Placing Agreement will be terminated and
the Placing will not proceed.
By participating in the Placing, each Placee agrees that the
exercise by Numis of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of Numis and that it need not make any reference to Placees and
that it shall have no liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise or failure so to exercise.
Placees will have no rights against Numis, the Company or any of
their respective directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended).
No Prospectus
The Placing Shares are being offered to Relevant Persons only
and will not be offered in such a way as to require a prospectus in
Guernsey, the United Kingdom or elsewhere. No offering document or
prospectus has been or will be submitted to be approved by the
Guernsey Financial Services Commission nor the States of Guernsey
Policy Council nor the FCA in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and
information that has been published by the Company in accordance
with the FCA's Disclosure Guidance and Transparency Rules,
Regulation (EU) No 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse (commonly known as the
Market Abuse Regulation) and the Company's pre-investment
disclosure document prepared for the purposes of Article 23 of the
AIFM Directive (collectively "Exchange Information").
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information (other
than the Exchange Information), representation, warranty, or
statement made by or on behalf of the Company, Numis or the
Investment Adviser or any other person and neither Numis nor the
Company nor the Investment Adviser nor any other person will be
liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or
statement which the Placees may have obtained or received. 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 the liability of any person for
fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GG00BB0RDB98) following Admission will take place within the CREST
system, subject to certain exceptions. Numis and the Company
reserve the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees, by such other
means that they deem necessary if delivery or settlement is not
practicable within the CREST system within the timetable set out in
this Announcement or would not be consistent with the regulatory
requirements in the relevant Placee's jurisdiction.
Following close of the Bookbuild, each Placee allocated Placing
Shares in the Placing will be sent a trade confirmation by Numis in
accordance with that Placee's standing arrangements in place with
Numis stating the number of Placing Shares allocated to it at the
Placing Price, the aggregate amount owed by such Placee to Numis
and settlement instructions. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions that it has in place with Numis. The
Company will issue the Placing Shares on a delivery versus payment
basis.
In the event of late CREST settlement, Numis reserves the right
to deliver a Placee's Placing Shares outside CREST in certificated
form, provided that payment has been made in terms satisfactory to
Numis and all other conditions relating to the Placing have been
satisfied.
Notwithstanding the above, the right is reserved to deliver all
of the Placing Shares to which a Placee is entitled in certificated
form should Numis consider this necessary or desirable.
It is expected that settlement will be on 24 November 2020 on a
T+2 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 Numis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Numis may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Numis's account and benefit, an amount equal to
the aggregate amount owed by the Placee plus any interest due. Any
excess proceeds will pass to the relevant Placee at its risk. The
relevant Placee will, however, remain liable and shall indemnify
Numis on demand for any shortfall between the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement (including this Appendix)) which
may arise upon the sale of such Placing Shares on such Placee's
behalf. By communicating a bid for Placing Shares, each Placee
confers on Numis all such authorities and powers necessary to carry
out any such sale and agrees to ratify and confirm all actions
which Numis lawfully takes in pursuance of such sale.
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.
The agreement to settle a Placee's subscription of the Placing
Shares (and/or the subscription of a person for whom such Placee is
contracting as agent) free of UK stamp duty and stamp duty reserve
tax depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes 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 related to any other dealing in the Placing Shares, UK
stamp duty or stamp duty reserve tax may be payable, for which
neither the Company nor Numis will be responsible and the Placee to
whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Numis in the event that the Company or
Numis has incurred any such liability to UK stamp duty or stamp
duty reserve tax. If this is the case, each Placee should seek its
own advice and notify Numis accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Numis nor the Company shall be
responsible for the payment thereof.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) will be deemed to acknowledge,
agree, represent and warrant to each of the Company, the Investment
Adviser and Numis that:
(a) it has read this Announcement, including this Appendix, in
its entirety and acknowledges that 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
(including this Appendix);
(b) no offering document or prospectus has been prepared in
connection with the Placing Shares and represents and warrants that
it has not received a prospectus or other offering document in
connection therewith;
(c) the Ordinary Shares are admitted to listing on the premium
segment of the Official List of the FCA, and the Company is
therefore required to publish Exchange Information, which includes
a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that the Placee is able to obtain or access such information
without undue difficulty, and is able to obtain access to such
information or comparable information concerning any other publicly
traded company, without undue difficulty;
(d) it is relying solely on this Announcement (including this
Appendix) and the Exchange Information published by the Company
prior to Admission of the Placing Shares issued pursuant to the
Placing and not on any other information given, or representation
or statement made at any time, by any person concerning the Company
or the Placing;
(e) the content of this Announcement and the Exchange
Information is exclusively the responsibility of the Company and
(in respect of the Exchange Information) in addition to the
Company, the persons stated therein as accepting responsibility,
and apart from the liabilities and responsibilities, if any, which
may be imposed on Numis under any regulatory regime, neither Numis
nor the Investment Adviser nor any person acting on their behalf
nor any of their Affiliates makes any representation, express or
implied, nor accepts any responsibility whatsoever for the contents
of this Announcement and the Exchange Information nor for any other
statement made or purported to be made by them or on their behalf
in connection with the Company, the Placing Shares or the Placing,
including but without limitation the Company Key Information
Document published in accordance with Regulation (EU) 1286/2014 of
the European Parliament and the Council (commonly known as the
PRIIPs Regulation);
(f) it has neither received nor relied on any confidential price
sensitive information concerning the Company in accepting this
invitation to participate in the Placing;
(g) Numis does not have any duties or responsibilities to it, or
its clients, similar or comparable to the duties of "best
execution" and "suitability" imposed by the Conduct of Business
Sourcebook in the FCA's Handbook of Rules and Guidance and that
Numis is not acting for it or its clients and that Numis will not
be responsible for providing protections to it or its clients;
(h) that, save in the event of fraud on the part of Numis (and
to the extent permitted by the FCA), neither Numis, its respective
ultimate holding company nor any direct or indirect subsidiary
undertakings of such holding company, nor any of its directors and
employees shall be liable to Placees for any matter arising out of
Numis's role as placing agent or otherwise in connection with the
Placing and that where any such liability nevertheless arises as a
matter of law, Placees will immediately waive any claim against any
of such persons which it may have in respect thereof;
(i) if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to acquire Placing
Shares under the Placing, it warrants that it has complied with all
such laws, obtained all governmental and other consents which may
be required, complied with all requisite formalities and paid any
issue, transfer or other taxes due in connection with its
application in any territory and that it has not taken any action
or omitted to take any action which will result in the Company, the
Investment Adviser or Numis or any of their respective Affiliates,
officers, agents or employees acting in breach of the regulatory or
legal requirements, directly or indirectly, of any territory or
jurisdiction outside the United Kingdom in connection with the
Placing;
(j) it accepts that none of the Placing Shares have been or will
be registered in any jurisdiction other than the United Kingdom and
that the Placing Shares may not be offered, sold or delivered,
directly or indirectly, within any Restricted Jurisdiction;
(k) it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
(l) it is not, and at the time the Placing Shares are acquired
will not (unless an exemption under the relevant securities laws is
available) be a resident of Australia, Canada, Japan or the
Republic of South Africa, and, each of it and the beneficial
owner(s) of the Placing Shares is, and at the time the Placing
Shares are acquired will be, acquiring the Placing Shares in an
"offshore transaction" in accordance with Rule 903 or Rule 904 of
Regulation S under the Securities Act, and has such knowledge and
experience in financial and business matters to be capable of
evaluating the merits and risks of an investment in the Placing
Shares, will not look to Numis for all or part of any such loss it
may suffer, is able to bear the economic risk of an investment in
the Placing Shares, is able to sustain a complete loss of the
investment in the Placing Shares and has no need for liquidity with
respect to its investment in the Placing Shares;
(m) it is, or at the time the Placing Shares are acquired it
will be, the beneficial owner of such Placing Shares, or that the
beneficial owner of such Placing Shares is not (unless an exemption
under the relevant securities laws is available) a resident of
Australia, Canada, Japan or the Republic of South Africa;
(n) if it is outside the United Kingdom, neither this
Announcement (including this Appendix) or any other information of
document issued by or on behalf of or in respect of the Company or
Numis constitutes an invitation, offer or promotion to, or
arrangement with, it or any person whom it is procuring to
subscribe for Placing Shares pursuant to the Placing unless, in the
relevant territory, such offer, invitation or other course of
conduct could lawfully be made to it or such person and such
documents or materials could lawfully be provided to it or such
person and the Placing Shares could lawfully be distributed to and
subscribed and held by it or such person without compliance with
any unfulfilled approval, registration or other regulatory or legal
requirements;
(o) if it is applying for Placing Shares in circumstances under
which the laws or regulations of a jurisdiction other than the
United Kingdom would apply, that it is a person to whom the Placing
Shares may be lawfully offered under that other jurisdiction's laws
and regulations;
(p) if it is resident in the UK, it is a Qualified Investor
(within the meaning of the Prospectus Regulation) and also a person
(i) who has professional experience in matters relating to
investments falling with Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) falling within Article 49(2)(A) to (D) ("High Net
Worth Companies, Unincorporated Associations, etc") of the Order;
or (iii) to whom this Announcement (including this Appendix) may
otherwise be lawfully communicated;
(q) it has not been engaged to acquire the Placing Shares on
behalf of any other person who is not a Qualified Investor unless
the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client as described in
section 86(2) of FSMA;
(r) if it is a resident in the EEA: (a) it is a Qualified
Investor (within the meaning of the Prospectus Regulation); and (b)
it is a person to whom the Placing Shares may be lawfully marketed
under the AIFM Directive or under the applicable implementing
legislation (if any) of the member state of the EEA in which it is
domiciled or in which it has a registered office; and (c) if it is
a financial intermediary, as that term is used in Article 5 of the
Prospectus Regulation, that (i) the Placing Shares purchased by it
in the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or
resale to, persons in any member state of the EEA other than
Qualified Investors, or in circumstances in which the prior consent
of Numis has been given to the offer or resale;
(s) except as otherwise permitted by the Company in writing and
subject to any available exemptions from applicable securities
laws, it (i) is not a US Person and is acquiring the Placing Shares
for its own account or (ii) is outside the United States and is
acquiring the Placing Shares for the account of a non-US Person
with respect to which it exercises sole investment discretion or
(iii) is a dealer or other professional fiduciary in the United
States acting in reliance upon Regulation S under the Securities
Act on a discretionary basis for a non-US Person;
(t) except as otherwise permitted by the Company in writing, no
portion of the assets used to purchase, and no portion of the
assets used to hold, the Placing 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 ERISA of the
U.S. 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 U.S. Internal Revenue Code of 1986,
as amended (the "Code"), including an individual retirement account
or other arrangement that is subject to Section 4975 of the Code;
or (iii) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject
to Title I of ERISA or Section 4975 of the Code. In addition, if an
investor is a governmental, church, non-U.S. or other employee
benefit plan that is subject to any federal, state, local or
non-U.S. law that is substantially similar to the provisions of
Title I of ERISA or Section 4975 of the Code, its purchase,
holding, and disposition of the Placing Shares shall not constitute
or result in a non-exempt violation of any such substantially
similar law;
(u) the Placing Shares have not been and will not be registered
under the Securities Act or with any State or other jurisdiction of
the United States, nor approved or disapproved by the US Securities
and Exchange Commission, any state securities commission in the
United States or any other United States regulatory authority; the
Company has not been registered as an "investment company" under
the Investment Company Act and, subject to certain limited
exemptions, the Placing Shares are being offered and sold on behalf
of the Company in "offshore transactions" (within the meaning of
Regulation S) to persons who are not US Persons;
(v) neither it nor its Affiliates nor any person acting on its
or their behalf have engaged or will engage in any "directed
selling efforts" (within the meaning of Regulation S) with respect
to the Placing Shares in the United States;
(w) no representation has been made as to the availability of
Rule 144 or any other exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares;
(x) if the investor is a natural person, such investor is not
under the age of majority (18 years of age in the United Kingdom)
on the date of such investor's agreement to subscribe for Placing
Shares under the Placing and will not be any such person on the
date any such commitment to subscribe is accepted;
(y) it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account
for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of
the increased rates referred to in section 67, 70, 93 or 96
(depository receipts and clearance services) of the Finance Act
1986;
(z) it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA or the UK prior to Admission
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted in and which will not
result in an offer to the public in any Member State of the EEA or
the UK within the meaning of the Prospectus Regulation;
(aa) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person;
(bb) it has complied and will comply with all applicable
provisions of the FSMA and the Financial Services Act 2012 with
respect to anything done by it in relation to the Placing Shares
in, from or otherwise involving, the United Kingdom;
(cc) neither Numis nor any of its Affiliates nor any person
acting on its or their behalf is making any recommendations to it,
advising it regarding the suitability of any transactions it may
enter into in connection with the Placing or providing any advice
in relation to the Placing and participation in the Placing is on
the basis that it is not and will not be a client of Numis or any
of its Affiliates and Numis and its Affiliates do not have any
duties or responsibilities to it for providing the protections
afforded to its or their respective clients or for providing advice
in relation to the Placing or the Company nor in respect of any
representations, warranties, undertaking or indemnities contained
in this Appendix;
(dd) where it is acquiring Placing Shares for one or more
managed, discretionary or advisory accounts, it is authorised in
writing for each such account: (i) to acquire the Placing Shares
for each such account; (ii) to make on each such account's behalf
the representations, warranties and agreements set out in this
Appendix; and (iii) to receive on behalf of each such account any
documentation relating to the Placing in the form provided by the
Company and/or Numis. It agrees that the provision of this
paragraph shall survive any resale of the Placing Shares by or on
behalf of any such account;
(ee) if the Placing does not proceed (for whatever reason) then
none of the Company, Numis the Investment Adviser or any of their
Affiliates, nor persons controlling, controlled by or under common
control with any of them nor any of their respective directors,
employees, agents, officers, members, stockholders, partners or
representatives, shall have any liability whatsoever to it or any
other person;
(ff) any person in Guernsey involved in the business of the
Company who has a suspicion or belief that any other person
(including the Company or any person subscribing for Placing
Shares) is involved in money laundering activities, is under an
obligation to report such suspicion to the Financial Intelligence
Service pursuant to the Terrorism and Crime (Bailiwick of Guernsey)
Law, 2002 (as amended);
(gg) in connection with its participation in the Placing, it has
observed all relevant legislation and regulations, in particular
(but without limitation) under MAR, Criminal Justice Act 1993, Part
VIII of FSMA and those relating to money laundering, including but
not limited to the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) 2017 Regulations and any other applicable law
(together referred to as the "AML Legislation") and it is not a
person: (1) with whom transactions are prohibited under the Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury; (2)
named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (3) subject to
financial sanctions imposed pursuant to a regulation of the EU or a
regulation adopted by the United Nations (together, the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations and pursuant to AML Legislation and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase;
(hh) its application is only made on the basis that it accepts
full responsibility for any requirement to verify the identity of
its clients and other persons in respect of whom it has applied. In
addition, it warrants that it is a person: (i) subject to the UK
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (SI 2017/692) and any
other applicable anti-money laundering guidance, regulations or
legislation in force and applicable in the UK ("Money Laundering
Regulations"); or (ii) subject to the EU Directive 2015/849 on the
prevention of the use of the financial system for the purposes of
money laundering or terrorist financing, as amended (the "Money
Laundering Directive"); or (iii) subject to the Criminal Justice
(Proceeds of Crime) (Bailiwick of Guernsey) Law 1999 (as amended),
the Handbook for Financial Services Business on countering
financial crime and terrorist financing (containing rules and
guidance) issued by the Guernsey Financial Services Commission, The
Terrorism and Crime (Bailiwick of Guernsey) Law, 2002 and the
Disclosure (Bailiwick of Guernsey) Law 2007, in each case as
amended, supplemented or replaced from time to time; or (iv) acting
in the course of a business in relation to which an overseas
regulatory authority exercises regulatory functions and is based or
incorporated in, or formed under the law of, a country in which
there are in force provisions at least equivalent to those required
by the Money Laundering Directive;
(ii) due to anti-money laundering and the countering of
terrorist financing requirements, Numis and/or the Company may
require proof of identity of the Placee and related parties and
verification of the source of the payment before the application
can be processed, and the Placee will provide promptly to Numis or
the Company such evidence, if any, as to the identity or location
or legal status of any person (including in relation to the
beneficial ownership of any underlying investor) which Numis or the
Company may request from it in connection with the Placing (for the
purpose of complying with the Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise or any other information as may be
required to comply with legal or regulatory requirements (including
in particular under the AML Legislation)) in the form and manner
requested by Numis or the Company and that, in the event of delay
or failure by the Placee to produce any information required for
verification purposes, Numis and/or the Company may refuse to
accept the application and the subscription monies relating
thereto. It holds harmless and will indemnify Numis and the Company
against any liability, loss or cost ensuing due to the failure to
process this application, if such information as has been required
has not been provided by it or has not been provided on a timely
basis;
(jj) if it is acting as a "distributor" (for the purposes of the
MiFID II Product Governance Requirements):
a. it acknowledges that the Target Market Assessment undertaken
by Numis and the Investment Adviser does not constitute: (i) an
assessment of suitability or appropriateness for the purposes of
MiFID II; or (ii) 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, and each distributor
is responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate
distribution channels;
b. notwithstanding any Target Market Assessment undertaken by
Numis and the Investment Adviser, it confirms that it has satisfied
itself as to the appropriate knowledge, experience, financial
situation, risk tolerance and objectives and needs of the investors
to whom it plans to distribute the Placing Shares and with the end
target market; and
c. it acknowledges 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;
(kk) where it or any person acting on behalf of it is dealing
with Numis, any money held in an account with Numis on behalf of it
and/or any person acting on behalf of it will not be treated as
client money within the meaning of the relevant rules and
regulations of the FCA which therefore will not require Numis to
segregate such money, as that money will be held by Numis under a
banking relationship and not as trustee;
(ll) any of its clients, whether or not identified to Numis or
any of its Affiliates or agents, will remain its sole
responsibility and will not become clients of Numis or any of its
Affiliates or agents for the purposes of the rules of the FCA or
for the purposes of any other statutory or regulatory
provision;
(mm) the allocation of Placing Shares shall be determined by
Numis (in consultation with the Company and the Investment Adviser)
in its absolute discretion and that Numis may scale down any
Placing Share commitments for this purpose on such basis as it may
determine;
(nn) it irrevocably appoints any Director of the Company and any
director of Numis to be its agent and on its behalf (without any
obligation to do so), to sign, execute and deliver any documents
and do all such acts, matters and things as may be necessary for,
or incidental, to its subscription for all or any of the Placing
Shares for which it has given a commitment under the Placing, in
the event of its own failure to do so;
(oo) time shall be of the essence as regards its obligations to
settle payment for the relevant Placing Shares and to comply with
its other obligations under the Placing;
(pp) its commitment to subscribe for Placing Shares on the terms
set out in this Appendix and in the trade confirmation will
continue notwithstanding any amendment that may in the future be
made to the terms of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to Numis's or the Company's conduct of the
Placing;
(qq) the representations, undertakings and warranties contained
in this Appendix are irrevocable. It acknowledges that Numis, the
Company, the Investment Adviser and their respective Affiliates
will rely upon the truth and accuracy of the foregoing
representations and warranties and it agrees that if any of the
representations or warranties made or deemed to have been made by
its subscription of the relevant Placing Shares are no longer
accurate, it shall promptly notify Numis and the Company in
writing;
(rr) to indemnify on an after-tax basis and hold the Company,
Numis 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;
(ss) Numis or any of its affiliates acting as an investor for
its own account may take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such
shares and may offer or sell such shares other than in connection
with the Placing; and
(tt) to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in this Announcement (including
this Appendix).
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Numis for
itself and on behalf of the Company and are irrevocable.
Data Protection
Each Placee acknowledges that it has been informed that,
pursuant to applicable data protection legislation (including the
Data Protection Act 2018, the Data Protection (Bailiwick of
Guernsey) Law, 2017 and the General Data Protection Regulation (EU)
2016/679)) and regulatory requirements in Guernsey, the UK and/or
the EEA, as appropriate, in force from time to time (the "Data
Protection Legislation") the Company, Numis, Ocorian Administration
(Guernsey) Limited (the "Administrator") and/or Link Market
Services (Guernsey) Limited (the "Registrar") hold their personal
data.
The Company, Numis, the Administrator and the Registrar will
process such personal data at all times in compliance with Data
Protection Legislation and shall only process such information for
the purposes set out in the Company's privacy notice (the
"Purpose") which is available for consultation on the Company's
website: https://www.bluefieldsif.com (the "Privacy Notice").
Any sharing of personal data between parties will be carried out
in compliance with Data Protection Legislation and as set out in
the Company's Privacy Notice.
In providing the Company, Numis, the Administrator or the
Registrar with personal data, the Placee hereby represents and
warrants to the Company, Numis, the Administrator and the Registrar
that: (1) it complies in all material aspects with its data
controller obligations under Data Protection Legislation, and in
particular, it has notified any data subject of the purposes for
which personal data will be used and by which parties it will be
used and it has provided a copy of the Privacy Notice to such
relevant data subjects; and (2) where consent is legally competent
and/or required under Data Protection Data Protection Legislation,
the Applicant has obtained the consent of any data subject to the
Company, Numis, the Administrator and the Registrar and their
respective affiliates and group companies, holding and using their
personal data for the Purposes (including the explicit consent of
the data subjects for the processing of any sensitive personal data
for the Purposes).
Each Placee acknowledges that by submitting personal data to the
Company, Numis, the Administrator or Registrar (acting for and on
behalf of the Company) where the Placee is a natural person, he or
she (as the case may be) represents and warrants that (as
applicable) he or she has read and understood the terms of the
Privacy Notice.
Each Placee acknowledges that by submitting personal data to the
Company, Numis, the Administrator or the Registrar (acting for and
on behalf of the Company) where the Placee is not a natural person,
it represents and warrants that:
a) it has brought the Privacy Notice to the attention of any
underlying data subjects on whose behalf or account the Placee may
act or whose personal data will be disclosed to the Company as a
result of the Placee agreeing to subscribe for Placing Shares under
the Placing; and
b) the Placee has complied in all other respects with all
applicable Data Protection Legislation in respect of disclosure and
provision of personal data to the Company.
Where the Placee acts for or on account of an underlying data
subject or otherwise discloses the personal data of an underlying
data subject, he/she/it shall, in respect of the personal data it
processes in relation to or arising in relation to the Placing:
a) comply with all applicable Data Protection Legislation;
b) take appropriate technical and organisational measures
against unauthorised or unlawful processing of the personal data
and against accidental loss or destruction of, or damage to the
personal data;
c) if required, agree with the Company, Numis, the Administrator
and the Registrar (as applicable), the responsibilities of each
such entity as regards relevant data subjects' rights and notice
requirements; and
d) immediately on demand, fully indemnify the Company, Numis,
the Administrator and the Registrar (as applicable) and keep them
fully and effectively indemnified against all costs, demands,
claims, expenses (including legal costs and disbursements on a full
indemnity basis), losses (including indirect losses and loss of
profits, business and reputation), actions, proceedings and
liabilities of whatsoever nature arising from or incurred by the
Company, Numis, the Administrator and/or the Registrar in
connection with any failure by the Placee to comply with the
provisions set out above.
Miscellaneous
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Numis does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement and that such
representations, warranties, undertakings and indemnities are not
given for the benefit of any Placee.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Numis 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.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect' (or the negative thereof) and words of similar
meaning, reflect the current beliefs and expectations of the
directors of the Company and/or the Investment Adviser and involve
known and unknown risks, uncertainties and assumptions, many of
which are outside the Company's control and difficult to predict,
that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward-looking statement. The
information contained in this Announcement speaks only as of the
date of this Announcement (unless otherwise marked) and is subject
to change without notice and the Company does not assume any
responsibility or obligation to, and does not intend to, update or
revise publicly or review any of the information contained to this
Announcement, whether as a result of new information, future events
or otherwise, except to the extent required by the FCA, the London
Stock Exchange or by applicable law.
Past performance is no guide to future performance and persons
seeking advice should consult an independent financial adviser. The
price of shares and the income from them may fluctuate upwards or
downwards and cannot be guaranteed.
The acquisition of any potential investments by the Company is
subject, among other things, to the Company completing satisfactory
due diligence, successful negotiation of terms with vendors and the
approval of the directors of the Company. There can be no guarantee
that any of the potential investments described in this
Announcement will be completed. All information relating to the
potential investments described in this Announcement are
indicative, subject to detailed due diligence and may subsequently
change as a result.
The information contained in this Announcement (including this
Appendix) is for information purposes only and does not purport to
be full or complete. No reliance may be placed for any purpose on
the information contained in this Announcement or its accuracy,
fairness or completeness.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this Announcement.
The rights and remedies of Numis 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 or partial exercise of one will not prevent the
exercise of others.
The contract to acquire Placing Shares under the Placing will be
governed by, and construed in accordance with, the laws of England
and Wales. For the exclusive benefit of Numis, the Company and the
Investment Adviser, each Applicant irrevocably submits to the
jurisdiction of the courts of England and Wales and waives any
objection to proceedings in any such court on the ground of venue
or on the ground that proceedings have been brought in an
inconvenient forum. This does not prevent an action being taken
against a Placee in any other jurisdiction.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment, and Placees' commitments,
representations and warranties are not conditional on any of the
expected times and dates in this Announcement (including this
Appendix) being achieved. Numis shall notify the Placees and any
person acting on behalf of the Placees of any changes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEDGBDBLSBDGGX
(END) Dow Jones Newswires
November 16, 2020 02:00 ET (07:00 GMT)
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