TIDMMERI
RNS Number : 6946M
Merian Chrysalis Investment Co. Ltd
18 September 2019
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN THE UNITED
STATES OF AMERICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(OTHER THAN THE UNITED KINGDOM AND THE REPUBLIC OF IRELAND),
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Rules of the UK Financial Conduct Authority (the "FCA")
and not a prospectus and not an offer of securities for sale in any
jurisdiction. Neither this announcement nor anything contained
herein shall form the basis of, or be relied upon in connection
with, any offer or commitment whatsoever in any jurisdiction.
Investors should not purchase or subscribe for any shares referred
to in this announcement except on the basis of information in the
prospectus published on 11 October 2018 (the "Prospectus"). A copy
of the Prospectus is available from the Company's website
(www.merian.com/chrysalis), subject to applicable securities laws,
and at its registered office at 3rd Floor, 1 Le Truchot, St Peter
Port, Guernsey, GY1 1WD
18 September 2019
Merian Chrysalis Investment Company Limited (the "Company")
Announcement of Placing Price
Further to the announcement made by the Company on 10 September
2019 in relation to a proposed placing (the "Placing") of ordinary
shares of no par value each in the capital of the Company (the "New
Shares") under the Company's Placing Programme, the Company reports
that it has seen a positive response to the fundraising from a
number of high quality institutional and private investors. The
Company is therefore pleased to announce a proposed placing price
of 120 pence per New Share (the "Proposed Placing Price").
The Proposed Placing Price represents a discount of 4 per cent.
to the closing mid-price on 17 September 2019 of 125 pence per
share and a 8 per cent. premium to the last reported Net Asset
Value per Ordinary Share of the Company as at 30 June 2019 (the
"NAV"). Based on a minimum GBP100 million Placing, together with
the acquisition of certain investments at a modest discount to
their last valuation (together the "Transaction"), the NAV per
share of the Company following the Transaction is expected to be
ca. 114 pence per share[1]. Based on the above, the Proposed
Placing Price represents a ca. 5 per cent. premium to the
illustrative post Transaction NAV per share.
The proposed Placing will take place through Liberum Capital
Limited ("Liberum") and Zeus Capital Limited ("Zeus Capital") as
joint bookrunners. The Placing is expected to close at 3p.m.
(London time) on 23 September 2019, but may be closed earlier or
later at the discretion of the Company and Liberum. The final
number of New Shares will be agreed between the Company and Liberum
following close of the Placing, and announced shortly thereafter.
Notwithstanding the above, the Placing size and the Proposed
Placing Price may be increased or decreased at the Company's
discretion.
Allocations under the Placing will be at the absolute discretion
of the Company determined in agreement with Liberum, and may scale
down any bids for this purpose on such basis as the Company and
Liberum may determine. Liberum may also, notwithstanding the above
and subject to the prior consent of the Company: (i) allocate New
Shares after the time of any initial allocation to any person
submitting a bid after that time, and (ii) allocate New Shares
after the book-build has closed to any person submitting a bid
after that time. The Company's Board, in consultation with Liberum,
may also decide not to proceed with the Placing for any reason. In
this case, an announcement will be made by the Company.
[1] The illustrative NAV per share is stated net of fees and is
based on certain assumptions regarding the Transaction and uses
portfolio valuations of investments as at 30 June 2019. Portfolio
acquisitions are subject to contract. The next NAV of the Company
as at 30 September 2019 will be published in accordance with the
Company's usual reporting timetable.
Applications will be made to the FCA for the New Shares to be
admitted to the Premium Segment of the Official List of the FCA and
to the London Stock Exchange for the New Shares to be admitted to
trading on the Main Market of the London Stock Exchange
("Admission"). It is expected that Admission will become effective
on or around 26 September 2019 and that dealings in the New Shares
will commence at that time.
The Placing is being made pursuant to the terms and conditions
set out in Part IX of the Prospectus. Investors are invited to
apply for New Shares pursuant to the Placing by contacting their
usual contact at Liberum or Zeus.
For further information, please contact:
Merian Global Investors:
Amelie Shepherd +44 (0) 20 7332 7500
Liberum:
Gillian Martin / Owen Matthews
/ Louis Davies +44 (0) 20 3100 2222
Zeus Capital:
John Goold / Ben Robertson +44 (0) 20 3829 5000
Maitland Administration (Guernsey)
Limited:
Aimee Gontier / Elaine Smeja +44 (0) 1481 749364
A copy of the Prospectus is available for inspection at:
www.morningstar.co.uk/uk/nsm as well as on the Company's website at
www.merian.com/chrysalis
Terms used but not defined in this announcement shall have the
meanings given to such terms in the Prospectus.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
Past performance is not necessarily a reliable indicator of
future results. Returns are target returns only and there can be no
guarantee that such returns will be achieved. The market value of
shares and income from them can fall as well as rise due to stock
market and currency movements. When you sell your investment you
may get back less than you originally invested.
LEI: 213800F9SQ753JQHSW24
Important Notice
A copy of this announcement will be available on the Company's
website at https://www.merian.com/chrysalis/. Neither the content
of the Company's website, nor the content on any website accessible
from hyperlinks on its website for any other website, is
incorporated into, or forms part of, this announcement nor, unless
previously published by means of a recognised information service,
should any such content be relied upon in reaching a decision as to
whether or not to acquire, continue to hold, or dispose of,
securities in the Company.
This announcement may include "forward-looking statements". All
statements other than statements of historical facts included in
this announcement, including, without limitation, those regarding
the Company's financial position, business strategy, plans and
objectives of management for future operations (including
development plans and objectives relating to the Company's products
and services) are forward-looking statements.
Forward-looking statements are subject to risks and
uncertainties and accordingly the Company's actual future financial
results and operational performance may differ materially from the
results and performance expressed in, or implied by, the
statements. These factors include but are not limited to those
described in the formal Prospectus. These forward-looking
statements speak only as at the date of this announcement. The
Company expressly disclaims any obligation or undertaking to update
or revise any forward-looking statements contained herein to
reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless
required to do so by the Financial Services and Markets Act 2000
(the "FSMA"), the Listing Rules or Prospectus Rules of the
Financial Conduct Authority or other applicable laws, regulations
or rules.
This announcement which has been prepared by, and is the sole
responsibility of, the Directors of the Company has been approved
for the purposes of section 21 of the Financial Services and
Markets Act 2000 by Merian Global Investors (UK) Limited (the
"Adviser"), which is authorised and regulated by the Financial
Conduct Authority.
Recipients of this announcement who are considering acquiring
New Shares are reminded that any such acquisition must be made only
on the basis of the information contained in the Prospectus which
may be different from the information contained in this
announcement. The subscription for New Shares is subject to
specific legal or regulatory restrictions in certain jurisdictions.
Persons distributing this announcement must satisfy themselves that
it is lawful to do so. The Company assumes no responsibility in the
event that there is a violation by any person of such
restrictions.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. It is
also subject to change. Before subscribing for any New Shares,
persons viewing this announcement should ensure that they fully
understand and accept the risks which are set out in the
Prospectus. The value of New Shares is not guaranteed and can fall
as well as rise due to stock market and currency movements. When
you sell your investment you may get back less than you originally
invested. The price and value of securities can go down as well as
up, and investors may get back less than they invested or nothing
at all. Potential investors should consult an independent financial
advisor as to the suitability of the securities referred to in this
advertisement for the person concerned.
Neither this announcement, the information contained herein nor
any copy of it may be taken or transmitted by any means or media or
is for publication, distribution or release, in whole or in part,
directly or indirectly, in or into or from the United States
(including its territories and possessions), any member state of
the European Economic Area (other than the United Kingdom and the
Republic of Ireland), Australia, Canada, South Africa, Japan or to
any person in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant laws of
such jurisdiction. The offer of New Shares pursuant to the Placing
(the "Offer") and the distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession this announcement or 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.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, securities in
any jurisdiction, including the United States, Australia, Canada,
South Africa or Japan or in any jurisdiction in which such offer or
solicitation is unlawful.
The securities to which this announcement relates have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act") or with any regulating authority
or under any applicable securities laws of any state or other
jurisdiction of the United States, and will not be offered, sold,
exercised, resold, delivered, pledged or otherwise transferred,
directly or indirectly, within the United States or to, or for the
account of benefit of, any US person (as defined under the U.S.
Investment Company Act of 1940, as amended, unless registered under
the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with applicable state law. There
will be no public offer of the securities in the United States. The
securities referred to herein have not been registered under the
applicable securities laws of Australia, Canada, South Africa or
Japan and, subject to certain exceptions, may not be offered or
sold within Australia, Canada, South Africa or Japan or to any
national, resident or citizen of Australia, Canada, South Africa or
Japan.
The timetable, including the date of Admission, may be
influenced by a range of circumstances such as market conditions.
There is no guarantee that the Offer will proceed and you should
not base your financial decisions on the Company's intentions in
relation to the Offer. This announcement does not constitute a
recommendation concerning the Offer. The Company is not regulated
by the FCA and FCA protection does not apply to the Offer.
Liberum and Zeus Capital, each of which are authorised and
regulated by the FCA in the United Kingdom, are acting exclusively
for the Company and no one else in connection with the matters
described in this announcement. Neither Liberum nor Zeus Capital
will regard any other person (whether or not a recipient of this
document) as a client in relation thereto and will not be
responsible to anyone other than the Company for providing the
protections afforded to its or their clients nor for giving advice
in relation to the Offer, the contents of this announcement or any
transaction or arrangement or other matter referred to herein.
Neither Liberum, Zeus Capital nor any of its or their respective
directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for this announcement, its
contents or otherwise in connection with it or any other
information relating to the Company, whether written, oral or in a
visual or electronic format.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Liberum, Zeus Capital or the Adviser by 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, neither Liberum, Zeus Capital nor the Adviser, nor
any of its or their respective affiliates, directors, officers,
employees, advisors or agents accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to the truth, accuracy, completeness or
fairness of the information contained 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 this announcement or its
contents or otherwise arising in connection therewith.
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 Productive Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise,
which any manufacturer (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the New
Shares the subject of the Placing have been subject to a product
approval process, which has determined that such New Shares are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should
note that: (i) the price of the New Shares may decline and
investors could lose all or part of their investment; (ii) the New
Shares offer no guaranteed income and no capital protection; and
(iii) an investment in the New Shares is compatible only with
investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Shares and determining
appropriate distribution channels.
PRIIPS (as defined below)
ln 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 Company has prepared a key
information document (the "KID") in respect of the New Shares. The
KID is made available by the Company to "retail investors" prior to
them making an investment decision in respect of the New Shares at
ww.Merian.com/Chrysalis.
If you are distributing New Shares, it is your responsibility to
ensure that the KID is provided to any clients that are "retail
clients".
The Company is the only manufacturer of the New Shares for the
purposes of the PRIIPs Regulation and none of Liberum, Zeus Capital
nor the Adviser are manufacturers for these purposes. None of
Liberum, Zeus Capital nor the Adviser makes any representations,
express or implied, or accepts any responsibility whatsoever for
the contents of the KID prepared by the Company 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
New Shares. Each of Liberum, Zeus Capital, the Adviser 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 Company. 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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