TIDMMERI
RNS Number : 2903A
Merian Chrysalis Investment Co. Ltd
28 September 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO
SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA,
JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA")
OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Neither this Announcement nor any part of it constitutes an
offer or invitation to underwrite, an offer to sell or Placing or
the solicitation of an offer to subscribe for or acquire any new
ordinary shares in any jurisdiction in which any such offer or
solicitation would be unlawful and the information contained herein
is not for publication or distribution, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Canada, South Africa, Japan, any member state of the EEA or any
jurisdiction in which such publication or distribution would be
unlawful. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act of 1933 (as
amended), under the securities legislation of any state of the
United States or under the applicable securities laws of Australia,
Canada, South Africa, Japan or any member state of the EEA.
This announcement contains inside information.
28 September 2020
Merian Chrysalis Investment Company Limited (the "Company")
Proposed Placing of equity
-- Proposed Placing of equity by way of a non-pre-emptive
Placing of new ordinary shares in the Company at a Placing price of
GBP1.48 to raise a target of GBP50 million.
-- Estimated Net Asset Value ("NAV") per ordinary share as at 30
June 2020 was approximately 142p, adjusted for (i) the anticipated
aggregate increase in NAV per ordinary share as announced by the
Company on 16 September 2020 (relating to the initial public
offering of shares by The Hut Group) and 11 September 2020
(relating to a revaluation of the Company's investment in Klarna)
(ii) anticipated fees arising out of those transactions and (iii)
relevant exchange rates as at 25 September 2020 which have a modest
negative impact.
-- Potential new investment identified ("Target"). Monies raised
to be deployed into this investment, subject to final due
diligence, together with other pipeline and follow-on
investments.
-- Announcement of a follow-on investment of a EUR15m
convertible loan note in FinanceApp AG ("wefox"), Europe's largest
digital insurance platform.
-- Discussions on-going with potential lenders to provide a
revolving credit facility ("RCF") for future funding
flexibility.
The directors of the Company (the "Board") announce a proposed
placing of new ordinary shares in the Company ("Placing Shares") at
a price of GBP1.48 per Placing Share (the "Placing Price"), with
the intention of raising a target of GBP50 million. Assuming the
target fundraise is achieved, the Placing Shares would represent
approximately 10.03% of the Company's existing issued ordinary
share capital.
The issue, which is being conducted by way of a placing (the
"Placing") to qualifying new and existing investors, will be
launched immediately in accordance with the terms and conditions
set out in the appendix to this announcement (being, together with
the appendix, the "Announcement").
In conjunction with the Placing, there will be an offer made by
the Company on the PrimaryBid platform of additional new ordinary
shares at the Placing Price (the "Retail Offer") to provide retail
investors with an opportunity to participate in the equity
fundraising alongside institutional investors. A separate
announcement will be made shortly regarding the Retail Offer and
its terms. For the avoidance of doubt, the Retail Offer is not part
of the Placing.
Background to the Placing and Use of Proceeds
The Company was established to pursue a cross-over investing
strategy, allowing late-stage private-growth businesses to access a
different kind of capital, one that supports them to make the
transition to a listed environment.
Due to recent investments, including today's announcement of the
follow-on investment into wefox by way of a convertible loan note,
the Company is now substantially fully invested. Merian Global
Investors (UK) Limited (the "Investment Adviser") continues to see
numerous opportunities fed into its pipeline by its origination
channels and has identified one in particular, the Target, which it
would like to pursue immediately, which is described further
below.
Subject to successful final due diligence, a large proportion of
the net proceeds are expected to be invested in the Target within
four weeks of the closing of the Placing. In any event, should the
Target investment not proceed, the net proceeds of the Placing are
expected to be invested in other pipeline and follow-on
opportunities by the end of the year.
Overview
The Investment Adviser is very pleased with the progress made by
the Company over the last few months. In the interim report, the
Chairman's Statement described the journey the Company was on,
moving from its initial fundraising and investment stage and into
its growth phase and hopefully beyond, to realisations.
This progress is demonstrated by three significant portfolio
company revaluations, backed up by third party validation,
namely:
-- The significant revaluation of the TransferWise holding in
April 2020, which was revalued upwards by over 43% as of the 30
June 2020 net asset value, versus the 31 March 2020 valuation;
-- In mid-September 2020, Klarna conducted a $650 million
primary round at a valuation that was approximately 82% above the
level it last raised capital at (in US dollar terms), and
approximately 28% above the carrying value share price, versus the
30 June 2020 valuation; and
-- In mid-September The Hut Group ("THG") floated on the London
Stock Exchange at an IPO valuation approximately 17% above the 30
June 2020 carrying value, having already seen a material write up
in the June 2020 NAV calculation.
In addition, the Company made its first realisation of
approximately GBP20 million in the TransferWise round, and now
holds its first listed asset, with its associated liquidity, due to
THG's flotation.
The Investment Adviser is optimistic about future prospects for
the portfolio, for several reasons:
-- It believes that a number of the assets held in the Company
can credibly be termed "global leaders" in terms of disrupting
and/or driving their respective fields. Furthermore, it believes
the recent transactions referred to above demonstrate investors'
desire to own these types of asset. The Investment Adviser believes
leadership in a sector often drives enhanced economics, for example
through scale, that are not available to challengers, and thus
there is a strong economic rationale for leaders to command premium
valuations.
-- In addition, it is clear that a number of the Company's
investments which are sector leaders have seen trading enhanced by
the added impetus towards the digitally-enabled economy caused by
COVID-19. This has enabled a number of them to aggressively expand
customer numbers in a relatively low-cost way. Logically, this
should benefit these companies in the future.
The Company has grown significantly since IPO, and its presence
in the market has developed. As a result, the Investment Adviser
continues to believe there is a good and realistic opportunity to
continue to grow the Company's scale, which will help it continue
to secure the best access to deals in this "leadership" space.
Potential new investment
The Investment Adviser is pleased to report that its crossover
proposition has continued to garner significant interest from
potential investee companies and adviser channels, and it has been
shown significant deal flow over the quarter to date.
As part of its pipeline discussions, the Investment Adviser has
identified a strong potential addition to the portfolio.
Conversations have progressed over the last two months and the
Investment Adviser is in final stages of its due diligence and
investment processes.
The Target displays many of the key attributes that the
Investment Adviser looks for:
-- It operates in a very large market and currently controls only a small market share;
-- It is providing technology and solutions that are proving
significantly disruptive to incumbents;
-- It has displayed significant growth over many years and,
given barriers to entry, has the potential to continue to do
so;
-- It has attractive recurring revenue streams;
-- It has the opportunity to drive economies of scale through
its operating model as it grows; and
-- It has a strong and well-respected management team.
In addition, the Target is profitable and will provide
diversification of holdings into a new industry vertical that the
Company's investment portfolio is not currently exposed to. As a
result, the Investment Adviser believes it would be a highly
complementary addition to the portfolio. Subject to successful
completion of the investment process, the Target would also allow
rapid deployment of a substantial portion of the net proceeds of
the Placing.
Current liquidity
As announced by the Company on 1 September 2020, the Company had
both cash and liquidity - defined as cash plus listed assets - of
approximately GBP54 million (both cash and liquidity being gross of
accruals). Since that time, a number of events have affected these
positions:
-- On 11 September 2020 the Company announced a follow-on
investment of approximately GBP23 million in an unidentified asset,
subsequently disclosed as Klarna;
-- On 16 September 2020 the Company announced an investment of
approximately GBP14.4 million in the IPO of THG, with the latter's
shares commencing trading on the London Stock Exchange; and
-- Today, the Company has announced it has entered into a EUR15
million follow-on investment in wefox by way of a of a convertible
loan note.
The above have resulted in the cash position of the Company
reducing to approximately GBP3 million, while liquidity has risen
substantially to approximately GBP97 million (calculated using the
closing market price on 18 September 2020 for the Company's
shareholding in THG).
Issue of equity and revolving credit facility
While the Investment Adviser recognises the liquidity available
to it via its listed holding of THG, it does not wish to liquidate
part of this position at the current time. Therefore, the main
rationale for the Placing is to provide funding to invest in the
Target and / or other pipeline and follow-on opportunities.
The likely investment quantum for the Target is GBP30 to GBP50
million. In addition, the Board believes it is prudent to raise
some extra capital to provide follow-on optionality and funding for
other pipeline investments.
The Company is also in discussions with certain lenders
regarding a potential RCF which would be used to provide
flexibility for making future investments. In accordance with the
Company's investment policy the Company has a gearing limit of a
maximum of 20% of its Net Asset Value, calculated at the time of
drawdown. Whilst the Board does not intend the RCF to provide
permanent gearing, the Board considers an RCF to be a prudent
measure that will allow flexibility around future investments and
fundraises. A further announcement will be made by the Company
regarding the RCF in due course.
Outlook
The Investment Adviser believes there is an excellent
opportunity to build the Company into a crossover proposition of
substantial scale.
Hitherto, the Investment Adviser has been able to leverage its
connections to allow Merian Chrysalis access to investment in
global leaders, despite its relative immaturity and small size in
its early life. The Investment Adviser believes the Company is now
of a scale commensurate with other leading mid-market European
growth investors, and sees a good and realistic opportunity to grow
the Company's scale further, an ambition clearly set out at the
Company's IPO.
The Company currently has the ability to make investments of
approximately GBP100 million under its investment policy (based on
the prevailing net asset value), which allows it to begin to
compete credibly with many of the key global growth investors. Due
to their nature, global leaders are typically among the largest of
private companies; increasing scale from current levels would allow
the Company to ensure the best possible access to deals in this
"leadership" space in the future. The proposed Placing represents
another step in the direction of greater scale.
The Company believes it has demonstrated considerable success in
the early part of its existence, as evidenced by NAV growing from
98.5p immediately following IPO, to a current estimated NAV of
approximately 142p (adjusted as described above) in roughly two
years. Despite a number of its key assets seeing substantial write
ups in valuation over the last few months, which have fuelled this
NAV performance, the Investment Adviser believes the outlook for
these assets remains very favourable, given their implied
valuations and forecast growth rates, in each case relative to
listed peers. Although the significant majority of NAV progression
since the March 2020 quarter has been driven by four assets, namely
TransferWise, The Hut Group, Klarna and Embark, the Investment
Adviser remains of the view that there is material latent value in
the rest of the portfolio in aggregate. As a result, the Investment
Adviser is optimistic over prospects for the Company's portfolio
companies.
While stock market implied risk, as measured by the VIX index,
has diminished from its COVID-19 induced spike in March, it is
still at levels above the average that predominated over 2018 and
2019. The Investment Adviser has always looked to insert investor
protection mechanisms into its investments wherever possible, which
help to insulate shareholders against deratings in the listed
market comparison peer groups typically used by valuers to assess
holding valuations. Based on the assumption that the valuation of
each asset fell by 25%, and an approximate GBP40 million investment
in the Target, the Investment Adviser estimates NAV would only fall
by approximately 13%. This would represent substantial downside
protection for investors, while still allowing participation in
upside, if the Investment Adviser's investment theses are met.
The Placing
The Placing will be non-pre-emptive and launched immediately
following this Announcement. The number of Placing Shares will be
determined at the close of the Placing which is expected to close
on 6 October 2020 in accordance with the timetable below. The
results of the Placing will be announced shortly thereafter.
Liberum Capital Limited ("Liberum") and Numis Securities Limited
("Numis") (the "Joint Bookrunners") have been appointed as joint
bookrunners in respect of the Placing pursuant to an agreement
entered between the Company and the Joint Bookrunners dated 28
September 2020 (the "Placing Agreement"). The Placing size may be
increased or decreased at the Company's discretion.
The Placing Shares will, when issued, be subject to the
Company's articles of incorporation. They will be credited as fully
paid and will rank pari passu in all respects with the existing
issued ordinary shares in the capital of the Company, including the
right to receive all dividends and other distributions declared,
made or paid on or in respect of such ordinary shares by reference
to a record date falling after the date of issue of the Placing
Shares.
The Joint Bookrunners will determine the level of demand from
potential investors for participation in the Placing. The decision
to proceed with the Placing shall be at the absolute discretion of
the Company and the Joint Bookrunners.
To bid for shares in the Placing, investors should communicate
their bid by telephone to the Joint Bookrunners. The Joint
Bookrunners may choose to accept bids, either in whole or in part,
on the basis of allocations determined in agreement with the
Company, and may scale down any bids for this purpose on such basis
as the Company, the Investment Adviser and the Joint Bookrunners
decide, including to take account of the Retail Offer.
Application will be made for the Placing Shares to be admitted
to the premium listing segment of the Official List (the "Official
List") of the Financial Conduct Authority (the "FCA") and to be
admitted to trading on the premium segment of the Main Market of
London Stock Exchange plc (the "London Stock Exchange") (together,
"Admission"). Admission and settlement of the Placing Shares is
currently expected to take place on or before 8.00 a.m. on 9
October 2020. The Placing is conditional upon the Placing Agreement
becoming unconditional and not being terminated in accordance with
its terms.
The Placing is subject to the terms and conditions set out in
the appendix to this Announcement.
Expected Timetable for the Placing
Event Date
P lacing opens 28 September 2020
----------------------------
Latest time and date for commitments 3:00 p.m. on 6 October 2020
under the Placing
----------------------------
Trade date 7 October 2020
----------------------------
Admission 8:00 a.m. on 9 October 2020
----------------------------
Crediting of CREST stock accounts 9 October 2020
in respect of the New Shares
----------------------------
Each of the times and dates set out below and mentioned
elsewhere in this Announcement may be adjusted by the Company, in
which event details of the new times and dates will be announced
via a Regulatory Information Service. References to a time of day
are to London time
For further information please contact:
Maitland Administration (Guernsey) Limited
Elaine Smeja +44 (0) 1481 749364
Merian Global Investors
Amelie Shepherd +44 (0) 20 3817 1686
Liberum Capital Limited
Gillian Martin / Owen Matthews +44 (0) 20 3100 2000
Numis Securities
Nathan Brown / David Benda +44 (0) 20 7260 1000
LEI: 213800F9SQ753JQHSW24.
IMPORTANT INFORMATION
Liberum and Numis, which are authorised and regulated in the
United Kingdom by the Financial Conduct Authority, are acting as
joint bookrunners to the Company in connection with the matters
described in this Announcement. Persons receiving this Announcement
should note that the Joint Bookrunners will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective customers, or for advising any other
person on the arrangements described in this Announcement.
The Joint Bookrunners have not authorised the contents of, or
any part of, this Announcement and no liability whatsoever is
accepted by the Joint Bookrunners for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any information. No representation or warranty, express
or implied, is made by the Joint Bookrunners as to the accuracy,
completeness or verification of the information set out in this
Announcement, and nothing contained in this Announcement is, or
shall be relied upon as, a promise or representation in this
respect, whether as to the past or the future. The Joint
Bookrunners do not assume any responsibility for its accuracy,
completeness or verification and accordingly disclaims, to the
fullest extent permitted by applicable law, any and all liability
whether arising in tort, contract or otherwise which it might
otherwise be found to have in respect of this Announcement or any
such statement.
If you are in any doubt about the contents of this Announcement
you should consult your accountant, legal or professional adviser
or financial adviser. It should be remembered that the price of
securities and the income from them can go up as well as down. The
Placing will, subject to the discretion of the Company and to the
extent permitted by applicable law and regulation, only be
available to investors who are resident in the United Kingdom. In
the United Kingdom, members of the public are not invited to
participate in and are not eligible to take part in the Placing.
Participation in the Placing is limited at all times to persons who
are (i) investment professionals within the meaning of paragraph
(5) of Article 19, certified high net worth individuals within the
meaning of paragraph (2) of Article 48 or high net worth companies
or unincorporated associations within the meaning of paragraph (2)
of Article 49, of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (S1 2005/1529); and (ii) qualified
investors within the meaning of section 86(7) of Financial Services
and Markets Act 2000 (all such persons together being referred to
as "relevant persons"). Any person who is not a relevant person
should not act or rely on this Announcement or any of its
contents.
Any investment, or investment activity to which this
Announcement relates, is available in the United Kingdom to
relevant persons only and will be engaged in only with relevant
persons. By receiving this Announcement, you are deemed to warrant
to the Company and the Joint Bookrunners that you fall within the
categories of person described above. No ordinary shares in the
capital of the Company have been offered or sold or will be offered
or sold to persons in the United Kingdom prior to publication of
this Announcement except in circumstances which have not resulted
in an offer to the public in the United Kingdom within the meaning
of section 102B of the FSMA.
This Announcement must not be acted on or relied upon by any
person in any member state of the EEA.
This Announcement has been prepared on the basis that all offers
of Placing Shares will be made pursuant to any exemption under the
Prospectus Regulation from the requirement to produce a prospectus
for offers of Placing Shares. Accordingly, any person making or
intending to make any offer within the United Kingdom or the EEA of
or for ordinary shares in the capital of the Company which are not
the subject of the Placing contemplated in this Announcement should
only do so in circumstances in which no obligation arises for the
Company or the Joint Bookrunners to produce a prospectus. Neither
the Company nor the Joint Bookrunners have authorised, nor do they
authorise, the making of any offer of ordinary shares through any
financial intermediary, other than offers made by the Joint
Bookrunners which constitute the final placement of Placing Shares
contemplated in this Announcement.
In the case of any Placing Shares being offered to a financial
intermediary as that term is used and defined in section 86(7) of
the Financial Services and Markets Act 2000, such financial
intermediary will also be deemed to have represented, acknowledged
and agreed that the Placing Shares acquired by it in the Placing
have not been acquired on a nondiscretionary basis on behalf of,
nor have they been acquired with a view to their offer or resale
to, persons in circumstances which may give rise to an offer of any
Placing Shares to the public other than their offer or resale in a
relevant member state to qualified investors as so defined or in
circumstances in which the prior consent of the Company or the
Joint Bookrunners has been obtained to each such proposed offer or
resale. Each of the Company and the Joint Bookrunners and their
respective affiliates will rely on the truth and accuracy of the
foregoing representation, acknowledgement and agreement.
This Announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any Placing Shares (i) in any
jurisdiction in which such offer, invitation or solicitation is not
authorised; (ii) in any jurisdiction in which the person making
such offer, invitation or solicitation is not qualified to do so;
or (iii) to any person to whom it is unlawful to make such offer,
invitation or solicitation. The distribution of this Announcement
and the offer of the Placing Shares may be restricted by law.
Persons into whose possession this Announcement comes must
therefore inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction. In particular, this Announcement may not be
distributed, forwarded to or transmitted in, into or from the
United States, Australia, Canada, Japan, South Africa, or any
member state of the EEA or to any US person (as defined under
Regulation S of the US Securities Act of 1933, as amended (the "US
Securities Act")) ("US Person"). The Placing Shares have not been,
and will not be, registered under the US Securities Act, or under
any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold, transferred or
delivered, directly or indirectly, in or into the United States or
to, or for the account or benefit of, any US Person, except
pursuant to an applicable exemption from the registration
requirements of the US Securities Act and in compliance with the
securities laws of any state or other jurisdiction of the United
States. Any person within the United States and any US person who
obtains a copy of this Announcement must disregard it. No public
offering of the Placing Shares is being made in any jurisdiction.
No action has been or will be taken by the Company or the Joint
Bookrunners that would permit the offer of the Placing Shares or
possession or distribution of this Announcement in any jurisdiction
where action for that purpose is required.
All statements in this Announcement other than statements of
historical fact are, or may be deemed to be, "forward-looking
statements". In some cases, these forward-looking statements may be
identified by the use of forward-looking terminology, including the
terms "targets", "believes", "estimates", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology. They appear
in a number of places throughout the Announcement and include
statements regarding the intentions, beliefs or current
expectations of the Company and/or its directors concerning, among
other things, the performance, results of operations, financial
condition, liquidity, prospects and dividend policy of the Company.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Company's actual performance, result of
operations, financial condition, liquidity and dividend policy may
differ materially from the impression created by the
forward-looking statements contained in this Announcement. In
addition, even if the performance, results of statements contained
in this Announcement, those results or developments may not be
indicative of results or developments in subsequent periods.
Important factors that may cause these differences include, but are
not limited to, changes in economic conditions generally; changes
in interest rates and currency fluctuations; impairments in the
value of the Company's assets; legislative/regulatory changes;
changes in taxation regimes; the availability and cost of capital
for future expenditure; the availability of suitable financing.
Prospective investors should specifically consider the factors
identified in this Announcement which could cause actual results to
differ before making an investment decision.
Appendix
Terms and Conditions of the Placing Terms and Conditions of the
Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THE TERMS AND CONDITIONS OF THE PLACING SET OUT IN THIS
APPIX ARE FOR INFORMATION PURPOSES ONLY AND Participation in the
Placing is limited at all times to persons who are RESIDENT IN THE
UNITED KINGDOM AND (i) investment professionals within the meaning
of paragraph (5) of Article 19, certified high net worth
individuals within the meaning of paragraph (2) of Article 48 or
high net worth companies or unincorporated associations within the
meaning of paragraph (2) of Article 49, of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (SI
2005/1529); and (ii) qualified investors within the meaning of
ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS
REGULATION") (all such persons together being referred to as
"Relevant Persons"). Any person who is not a relevant person should
not act or rely on this Announcement or any of its contents.
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.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPIX) MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS
APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT
CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY
SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING
SHARES.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA"), does not apply.
The distribution of this Announcement, the Placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, Investment Adviser or
the Joint Bookrunners or any of their respective affiliates that
would permit an offer of the Placing Shares or possession or
distribution of this Announcement 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 comes are required by the
Company, the Investment Adviser and the Joint Bookrunner to inform
themselves about and to observe any such restrictions.
Persons who are invited to and who choose to participate in the
Placing (and any person acting on such person's behalf) by making
an oral or written offer to subscribe for Placing Shares, including
any individuals, funds or others on whose behalf a commitment to
subscribe for Placing Shares is given (the "Placees") will be
deemed to have read and understood this Announcement (including
this Appendix) its entirety, to be participating, making an offer
and subscribing for Placing Shares on the terms and conditions
contained in this Appendix and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in this Appendix. In particular, each such Placee
represents, warrants, undertakes, agrees and acknowledges,
that:
1. it is a Relevant Person and undertakes that it will subscribe
for, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. it 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 has
the authority to make and does make the representations,
warranties, indemnities, acknowledgements and agreements contained
in this Announcement; and
3. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix.
No Prospectus
No prospectus or other offering document has been or will be
submitted to be approved by the Financial Conduct Authority (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), the Company's
pre-investment disclosure document prepared for the purposes of
Article 23 of the Alternative Investment Fund Managers Directive
and information publicly announced through a Regulatory Information
Service (as defined in the listing rules of the FCA) by the Company
on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth
contract note and/or placing confirmation, as applicable (the
"Contract Note" or the "Placing Confirmation") sent to individual
Placees. Placees understand and agree that the Publicly Available
Information is correct as at the date it was published and, where
applicable, has been superseded by subsequently released Publicly
Available Information). Each Placee, by participating in the
Placing, agrees that it has neither received nor relied on any
information, representation, warranty or statement made by or on
behalf of the Joint Bookrunners, the Investment Adviser or the
Company other than the Publicly Available Information and none of
the Joint Bookrunners, the Investment Adviser, the Company nor any
person acting on such person's behalf nor any of their affiliates
has or shall have any liability for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement. 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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any manufacturer (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares the subject of the placing have been subject to
a product approval process, which has determined that such Placing
Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: (i) the price of the Placing Shares
may decline and investors could lose all or part of their
investment; (ii) the Placing Shares offer no guaranteed income and
no capital protection; and (iii) an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint
Bookrunners 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: (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 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
Each of the Joint Bookrunners has entered into a Placing
Agreement with the Company and the Investment Adviser under which
it has severally (and not jointly or jointly and severally)
undertaken, on the terms and subject to the conditions set out in
the Placing Agreement, to use reasonable endeavours to procure
Placees for the Placing Shares. In accordance with the terms of the
Placing Agreement, the Company has agreed to allot and issue such
shares to the Joint Bookrunners accordingly, in each case at the
Placing Price and on the terms set out in the Placing
Agreement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares in the capital of the Company ("Ordinary Shares"), including
the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the
date of issue of the Placing Shares.
Applications for listing and admission to trading
Applications will be made to the FCA for admission of the
Placing Shares to listing on the Official List and to London Stock
Exchange for Admission of the Placing Shares.
It is expected that Admission will become effective on or around
8.00 a.m. on 9 October 2020 and that dealings in the Placing Shares
will commence at that time.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding
process in respect of the Placing (the "Bookbuild") to determine
demand for participation in the Placing by Placees. All of the
Placing Shares are being offered at the Placing Price. 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.
Principal terms of the Placing
1. Liberum and Numis are acting as joint bookrunners to the
Placing, as agents of the Company.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and their
affiliates are entitled to participate in the Placing.
3. All of the Placing Shares will be offered at the Placing
Price of GBP1.48 per Placing Share.
4 To apply for Placing Shares in the Bookbuild, Placees should
communicate their bid by telephone to their usual sales contact at
Liberum or Numis. Each bid should state the number of Placing
Shares which a prospective Placee wishes to subscribe for.
Applications may be scaled down by the Joint Bookrunners on the
basis referred to in paragraph 9 below. Each of the Joint
Bookrunners is arranging the Placing severally, and not jointly, or
jointly and severally, as agent of the Company.
5. The Bookbuild is expected to close no later than 3:00 pm on 6
October 2020 but may be closed earlier or later at the discretion
of the Joint Bookrunners. The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the Bookbuild
has closed. The Company reserves the right to reduce the amount
raised pursuant to the Placing in its discretion.
6. Each Placee's allocation will be agreed between the Joint
Bookrunners and will be confirmed orally by the relevant Joint
Bookrunner as soon as practicable following the close of the
Bookbuild. The relevant Joint Bookrunner's oral confirmation of an
allocation will give rise to a legally binding commitment by the
Placee concerned, in favour of the relevant Joint Bookrunner and
the Company, under which it agrees to subscribe for the number of
Placing Shares allocated to it on the terms and subject to the
conditions set out in this Appendix and the Company's articles of
association.
7. The Company will announce the results of the Placing (the
"Placing Results Announcement") through a Regulatory Information
Service following the close of the Bookbuild, detailing the
aggregate number of the Placing Shares to be issued at the Placing
Price.
8. Each Placee's allocation and commitment will be evidenced by
a Contract Note and/or Placing Confirmation issued to such Placee
by one of the Joint Bookrunners. The terms of this Appendix will be
deemed incorporated therein.
9. The Joint Bookrunners may choose to accept bids, either in
whole or in part, on the basis of allocations determined at their
discretion and may scale down any bids for this purpose on such
basis as they may determine or be directed in accordance with the
terms of the Placing Agreement. The Joint Bookrunners may also,
notwithstanding paragraphs 5 to 7 above: (a) allocate Placing
Shares after the time of any initial allocation to any person
submitting a bid after that time and (b) allocate Placing Shares
after the Bookbuild has closed to any person submitting a bid after
that time.
10. Any application for Placing Shares in the Bookbuild will be
made on the terms and subject to the conditions in this Appendix
and will be legally binding on the Placee on behalf of which it is
made and except with the relevant Joint Bookrunner's consent will
not be capable of variation or revocation after the time at which
it is submitted. Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint
Bookrunner, to pay to 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 for and the
Company has agreed to allot and issue to that Placee.
11 Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
12 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 subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under 'Registration and Settlement'.
13 All obligations under the Bookbuild and Placing will be
subject to fulfilment of the conditions referred to below under
'Conditions of the Placing' and to the Placing not being terminated
on the basis referred to below under 'Termination of the
Placing'.
14 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.
15 To the fullest extent permissible by law, neither of the
Joint Bookrunners nor any of their affiliates nor any of their or
their respective affiliates' agents, directors, officers or
employees, respectively, shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Joint Bookrunners nor any of
their affiliates or holding companies nor any of its or their
agents, directors, officers or employees shall have any liability
(including, to the extent permissible by law, any fiduciary duties)
in respect of the Joint Bookrunners' conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.
16. The Company and/or the Joint Bookrunners may require any
Placee to agree to such further terms and/or conditions and/or give
such additional warranties and/or representations as it/they (in
its/their absolute discretion) sees fit and/or may require any such
Placee to execute a separate placing letter (for the purposes of
this Announcement, a "Placing Letter"). The terms of this
Announcement will, where applicable, be deemed to be incorporated
into such Placing Letter.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing, such
allocation will be evidenced by Contract Note and/or Placing
Confirmation, as applicable, confirming: (i) the number of Placing
Shares that such Placee has agreed to acquire; (ii) the aggregate
amount that such Placee will be required to pay for such Placing
Shares; and (iii) settlement instructions to pay the relevant Joint
Bookrunner as agent for the Company.
Each Placee will be deemed to agree 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 which they have in place with the relevant
Joint Bookrunner or otherwise as such Joint Bookrunner may
direct.
Settlement of transactions in the Placing Shares (ISIN:
GG00BGJYPP46) following Admission will take place within the CREST
system. Settlement through CREST will be on a T+2 basis unless
otherwise notified by the Joint Bookrunners and is expected to
occur on 9 October 2020. Settlement will be on a delivery versus
payment basis. However, the Joint Bookrunners reserve the right in
their absolute discretion, including in the event of any
difficulties or delays in the admission of the Placing Shares to
CREST or the use of CREST in relation to the Placing, to require
settlement in certified form. The Joint Bookrunners reserve the
right to require settlement for the Placing Shares, and to deliver
the Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing Bank of England
rate as determined by the Joint Bookrunners.
If Placees do not comply with their obligations the relevant
Joint Bookrunner may sell any or all of their Placing Shares on
their behalf and retain from the proceeds, for its own account and
benefit, an amount equal to the Placing Price of each share sold
plus any interest due. Placees will, however, remain liable for any
shortfall below the Placing Price and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which
may arise upon the sale of their Placing Shares on their
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the
Contract Note, Placing Confirmation and/or electronic trade
confirmation is forwarded/sent immediately to the relevant person
within that organisation. Insofar as Placing Shares are registered
in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Bookrunners under the Placing
Agreement are, and the Placing is, conditional on, amongst other
things:
(a) each of the Company and the Investment Adviser having
complied with its obligations under the Placing Agreement;
(b) each of the warranties contained in the Placing Agreement
being true and accurate and not misleading in any respect (i) on
the date of the Placing Agreement, (ii) at the date of Admission,
in each case as if they had been repeated by reference to the facts
and circumstances existing at such time;
(c) Admission taking place not later than 8.00 a.m. on 9 October
2020 (or such later date, not being later than 8.00 a.m. on 30
October 2020, as the Company and the Joint Bookrunners may
agree,
all conditions to the obligations of the Joint Bookrunners
included in the Placing Agreement being together, the
"Conditions".
If any of the Conditions set out in the Placing Agreement are
not fulfilled or, where permitted, waived or extended to the extent
permitted by law or regulations in accordance with the Placing
Agreement, or the Placing Agreement is terminated in accordance
with its terms (as to which, see 'Termination of the Placing'
below), the Placing will lapse and the Placee's rights and
obligations shall cease and terminate at such time and each Placee
agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Bookbuild each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under 'Termination of the
Placing' below and will not be capable of rescission or termination
by it.
The Joint Bookrunners may, in their absolute discretion and upon
such terms its thinks appropriate, waive satisfaction of all or any
of the Conditions in whole or in part (to the extent permitted by
law or regulation) or extend the time or date provided for
satisfaction of any such conditions. Any such extension or waiver
will not affect Placees' commitments as set out in this
Appendix.
Neither the Joint Bookrunners nor any of their respective
affiliates or holding companies nor any of their or their
respective affiliates' or holding companies' agents, directors,
officers or employees, respectively, 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 any of
them 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 any of them 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 the Joint Bookrunners
and the Company.
Termination of the Placing
The Joint Bookrunners may, in their absolute discretion
terminate the Placing Agreement in its entirety at any time up to
and including Admission in certain circumstances, including (among
others): (i) the Company's application, either to the FCA or the
London Stock Exchange, for Admission is withdrawn by the Company or
refused by the FCA or the London Stock Exchange (as appropriate);
(ii) a breach by the Company or the Investment Adviser of the
warranties or undertakings given to the Joint Bookrunners under the
Placing Agreement; (iii) the occurrence (in the opinion of either
Joint Bookrunner) of a material adverse change in, or any
development reasonably likely to involve a prospective material
adverse change in or affecting, the ability of the Company to meet,
amongst other things, its investment objectives or targets, or
otherwise to implement its investment policy, whether or not
arising in the ordinary course of business; (iv) and the occurrence
of certain force majeure events which make it impracticable or
inadvisable (in the opinion of either Joint Bookrunner) to continue
with the Placing. Notice of termination may be communicated by a
Joint Bookrunner as soon as practicable to the Company by notice in
writing.
If the Placing Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim may be made by any Placee in respect
thereof.
By participating in the Bookbuild, each Placee agrees with the
Company and the Joint Bookrunners that the exercise by the Company
or the Joint Bookrunners of any right of termination or any other
right or other discretion under the Placing Agreement shall be
within the absolute discretion of the Company or the Joint
Bookrunners (as the case may be) and that neither the Company nor
the Joint Bookrunners need make any reference to such Placee and
that none of the Company, the Joint Bookrunners, their respective
affiliates or their or their respective affiliates' agents,
directors, officers or employees, respectively, shall have any
liability to such Placee (or to any other person whether acting on
behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under 'Conditions of the Placing' above and
will not be capable of rescission or termination by it after oral
confirmation by the Joint Bookrunners following the close of the
Bookbuild.
Representations and warranties
By agreeing to subscribe for Placing Shares or otherwise
participating in the Placing, each Placee which enters into a
commitment to subscribe for Placing Shares will (for itself and any
person(s) procured by it to subscribe for Placing Shares and any
nominee(s) for any such person(s)) be deemed to acknowledge,
understand, represent and warrant to each of the Company, the
Company's registrar (the "Registrar"), the Investment Adviser and
the Joint Bookrunners that:
(a) it has read this Announcement (including this Appendix) in
its entirety and acknowledges that its participation in the
Bookbuild and the Placing and its acquisition of Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein,
and undertakes not to redistribute or duplicate this Announcement
(including this Appendix), the Articles in force as at the date of
Admission and the Contract Note and/or Placing Confirmation, as
applicable, referred to above or the Placing Letter (if any);
(b) no offering document, prospectus or admission document has
been prepared in connection with the Placing and that it has not
received a prospectus, admission document or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
(c) (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix), and the Publicly Available
Information; (ii) acknowledges that the Ordinary Shares are listed
on the premium listing segment of the Official List and the Company
is therefore required to publish certain business and financial
information in accordance with the rules and practices of the
London Stock Exchange and relevant regulatory authorities (the
"Exchange Information"), which includes a description of the nature
of the Company's business, most recent balance sheet and profit and
loss account, and similar statements for preceding years, and
represents and warrants that: (A) it has reviewed such Exchange
Information as it has deemed necessary; and/or (B) that it is able
to obtain or access the Exchange Information without undue
difficulty; and (iii) represents and warrants that it has had
access to such financial and other information (including the
business, financial condition, prospects, creditworthiness, status
and affairs of the Company, the Placing and the Placing Shares, as
well as the opportunity to ask questions) concerning the Company,
the Placing and the Placing Shares as it has deemed necessary in
connection with its own investment decision to acquire any of the
Placing Shares and has satisfied itself that the information is
still current and relied on that investigation for the purposes of
its decision to participate in the Placing;
(d) the contents of this Announcement (including this Appendix)
and the Publicly Available Information is exclusively the
responsibility of the Company and neither the Joint Bookrunners,
the Investment Adviser, the Registrar nor any person acting on
their respective behalf nor any of their respective affiliates are
responsible for or shall have any liability for any information,
representation or statement contained in this Announcement or any
information published by or on behalf of the Company and will not
be liable for any decision by a Placee to participate in the
Placing based on any information, representation or statement
contained in this Announcement or otherwise;
(e) the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement (including this
Appendix) and any Publicly Available Information including (without
limitation) the Exchange Information such information being all
that it deems necessary to make an investment decision in respect
of the Placing Shares and that it has neither received nor relied
on any other information given or other representations, warranties
or statements made by either of the Joint Bookrunners nor the
Company nor the Investment Adviser nor any of their respective
affiliates nor any person acting on behalf of any of them and
neither of the Joint Bookrunners nor the Company nor the Investment
Adviser nor any of their respective affiliates nor any person
acting on behalf of any of them will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information given or representation, warranty or
statement made. Each Placee further represents and warrants that it
has relied on its own investigation of the business, financial or
other position of the Company and has independently made its own
analysis and decision with regard to its commitment to subscribe
for Placing Shares
(f) it has not relied on any information relating to the Company
contained in any research reports prepared by either of the Joint
Bookrunners, their respective affiliates or any person acting on
its or any of their respective affiliates' behalf and that neither
of the Joint Bookrunners nor any of their respective affiliates nor
any person acting on behalf of any of them has or shall have any
liability for any publicly available or filed information of the
Company or any information, representation, warranty or statement
relating to the Company contained therein or otherwise;
(g) 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;
(h) the price per Placing Share is fixed at the Placing Price
and is payable to a Joint Bookrunner on behalf of the Company in
accordance with the terms of this Announcement and, as applicable,
in the Contract Note and/or Placing Confirmation and the Placing
Letter (if any);
(i) it has the funds available to pay in full for the Placing
Shares for which it has agreed to subscribe and that it will pay
the total subscription in accordance with the terms set out in this
Announcement and, as applicable, as set out in the Contract Note
and/or Placing Confirmation and the Placing Letter (if any) on the
due time and date;
(j) its commitment to acquire Placing Shares under the Placing
will be agreed orally or in writing (which shall include by email)
with a Joint Bookrunner as agent for the Company and that a
Contract Note and/or Placing Confirmation will be issued by the
Joint Bookrunner as soon as possible thereafter. That oral
confirmation or written agreement will constitute an irrevocable,
legally binding commitment upon that person (who at that point will
become a Placee) in favour of the Company and the Joint Bookrunners
to subscribe for the number of Placing Shares allocated to it at
the Placing Price on the terms and conditions set out in this
Announcement and, as applicable, in the Contract Note and/or
Placing Confirmation and the Placing Letter (if any) and in
accordance with the Articles in force as at the date of Admission.
Except with the consent of the Joint Bookrunners such oral
commitment will not be capable of variation or revocation after the
time at which it is made;
(k) none of the Ordinary Shares have been or will be registered
under the laws of any member state of the EEA (a "Member State"),
the United States, Canada, Japan, Australia, the Republic of South
Africa or any other jurisdiction where the extension or
availability of the Placing would breach any applicable law.
Accordingly, the Placing Shares may not be offered, sold, issued or
delivered, directly or indirectly, within any Member State, United
States, Canada, Japan, Australia, the Republic of South Africa or
any other jurisdiction where the extension or availability of the
Placing would breach any applicable law unless an exemption from
any registration requirement is available;
(l) it: (i) is entitled to subscribe for the Placing Shares
under the laws of all relevant jurisdictions; (ii) has fully
observed the laws of all relevant jurisdictions; (iii) has the
requisite capacity and authority and is entitled to enter into and
perform its obligations as a subscriber for Placing Shares and will
honour such obligations; and (iv) has obtained all necessary
consents and authorities to enable it to enter into the
transactions contemplated hereby and to perform its obligations in
relation thereto;
(m) within the United Kingdom it is: (i) a qualified investor
within the meaning of section 86(d) of the Financial Services and
Markets Act 2000; (ii) a person who falls within Articles 49(2)(a)
to (d), 19(1) or 19(5) of the Financial Services and Markets Act
2000 (Financial Promotions) Order 2005 or is a person to whom the
Placing Shares may otherwise lawfully be offered whether under such
Order or otherwise; and (iii) if it is receiving the offer in
circumstances under which the laws or regulations of a jurisdiction
other than the United Kingdom would apply, it is a person to whom
the Placing Shares may be lawfully offered under that other
jurisdiction's laws and regulations;
(n) if it is a resident in a Member State, it is (a) a
"qualified investor" within the meaning of the Article 2(e) of the
Prospectus Regulation; and (b) otherwise permitted to be marketed
to in accordance with the provisions of the Alternative Investment
Fund Managers Directive as implemented in the relevant Member State
in which it is located;
(o) in the case of any Placing Shares acquired by a Placee as a
financial intermediary within the meaning of Article 5(1) of the
Prospectus Regulation (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in the
United Kingdom or any relevant Member State other than qualified
investors, as that term is defined in the Prospectus Regulation, or
in circumstances in which the prior consent of the Joint
Bookrunners have been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in the
United Kingdom or any relevant Member State other than qualified
investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
(p) it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, 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 and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
FSMA;
(q) it has not offered or sold and will not offer or sell any
Placing Shares to persons in the European Economic Area 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 within the
meaning of the Prospectus Regulation;
(r) if it is outside the United Kingdom, neither this
Announcement nor any other offering, marketing or other material in
connection with the Placing 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 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;
(s) if the laws of any territory or jurisdiction outside
Guernsey or the United Kingdom are applicable to its agreement to
subscribe for Placing Shares, 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 such territory or jurisdiction and that it has
not taken any action or omitted to take any action which will or
might reasonably be expected to result in the Company, the
Investment Adviser, the Registrar or, or any of their respective
officers, agents, employees or affiliates acting in breach of the
regulatory or legal requirements, directly or indirectly, of any
territory or jurisdiction outside Guernsey or the United Kingdom in
connection with the Placing;
(t) it does not have a registered address in, and is not a
citizen, resident or national of, Canada, Japan, Australia, the
Republic of South Africa or 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;
(u) if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the United Kingdom) on the
date of such Placee's agreement to subscribe for Placing Shares
under the Placing and will not be any such person on the date any
such agreement to subscribe under the Placing is accepted;
(v) (i) it has communicated or caused to be communicated and
will 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 only in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person; and (ii)
that no document is being issued by the Joint Bookrunners in its
capacity as an authorised person under section 21 of the FSMA;
(w) it is aware of and acknowledges that it is required to
comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the in, from or otherwise
involving, the United Kingdom;
(x) it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, the Market Abuse Regulation and the
Proceeds of Crime Act 2002 and confirms that it has and will
continue to comply with those obligations;
(y) it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted this Announcement or any other
offering materials concerning the Placing or the Placing Shares to
any persons within the United States or to any US Persons, nor will
it do any of the foregoing;
(z) no action has been taken, or will be taken, in any
jurisdiction other than the United Kingdom that would permit a
public offering of the Placing Shares in any country or
jurisdiction where action for the purpose is required;
(aa) it represents, acknowledges and agrees to the
representations, warranties and agreements as set out under the
heading 'United States Purchase and Transfer Restrictions'
below;
(bb) neither the Joint Bookrunners nor any of their respective
affiliates, nor any person acting on the Joint Bookrunners' behalf
is making any recommendations to it or 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 its participation in the Placing is on the basis that it is not
and will not be a client of the Joint Bookrunners and that the
Joint Bookrunners do not have any duties or responsibilities to it
for providing the protections afforded to their respective clients
or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertaking or indemnities
otherwise required to be given by it in connection with its
application under the Placing;
(cc) save in the event of fraud on the part of a Joint
Bookrunner, none of the Joint Bookrunners or any direct or indirect
subsidiaries of the Joint Bookrunners or any other member of the
Joint Bookrunners' respective group, nor any of their respective
directors, members, partners, officers and employees shall be
responsible or liable to a Placee or any of their respective
clients for any matter arising out of that Joint Bookrunner's role
as bookrunner or otherwise in connection with the Placing and that
where such responsibility or liability nevertheless arises as a
matter of law, the Placee and, if relevant, its clients, will
immediately waive any claim against such persons which the Placee
or any of its clients may have in respect thereof;
(dd) that where it is subscribing for Placing Shares for one or
more managed, discretionary or advisory accounts, it is authorised
in writing for each such account; (i) to subscribe for 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 Announcement ; 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 the Joint Bookrunners. 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) it irrevocably appoints any director of the Company and any
director or duly authorised employee or agent of a Joint Bookrunner
to be its agent and on its behalf (without any obligation or duty
to do so), to sign, execute and deliver any documents and do all
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;
(ff) if the Placing does not proceed or the conditions to the
Placing Agreement are not satisfied or the Placing Shares for which
valid applications are received and accepted are not admitted to
the Official List of the FCA and to trading on the London Stock
Exchange for any reason whatsoever then none of the Joint
Bookrunners nor the Company, the Investment Adviser and persons
controlling, controlled by or under common control with any of them
nor any of their respective employees, agents, officers, members,
stockholders, partners or representatives, shall have any liability
whatsoever to it or any other person;
(gg) in connection with its participation in the Placing it has
observed all relevant legislation and regulations, in particular
(but without limitation) those relating to money laundering and
terrorist financing and that 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 Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 in
force in the United Kingdom (the "Money Laundering Regulations");
or (ii) subject to the Money Laundering Directive (2015/849/EC of
the European Parliament and of the Council of 20 May 2015 on the
prevention of the use of the financial system for the purpose of
money laundering and terrorist financing); or (iii) 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 Regulations;
(hh) due to anti-money laundering requirements, the Joint
Bookrunner and the Company may require proof of identity and
verification of the source of the payment before the application
can be processed and that, in the event of delay or failure by the
applicant to produce any information required for verification
purposes, the Joint Bookrunners and the Company may refuse to
accept the application and the subscription moneys relating
thereto. It holds harmless and will indemnify the Joint Bookrunners
and the Company against any liability, loss or cost ensuing due to
the failure to process such application, if such information as has
been required has not been provided by it in a timely manner;
(ii) it acknowledges and agrees that information provided by it
to the Company, the Company Secretary or the Registrar will be
stored both on the Company's and the Registrar's computer system
and manually. It acknowledges and agrees that for the purposes of
Data Protection Legislation, the Company, the Registrar, the
Company Secretary and the Joint Bookrunners are each required to
specify the purposes for which they will collect and hold personal
data. For the purposes of this document "Data Protection
Legislation" shall mean any law applicable from time to time
relating to the collection and/or processing of personal data
and/or privacy, as in force at the date of this Agreement or as
re-enacted, applied, amended, superseded, repealed or consolidated,
including without limitation, the UK Data Protection Act 2018, the
Data Protection (Bailiwick of Guernsey) Law, 2017, the General Data
Protection Regulation (EU) 2016/679, and the Privacy and Electronic
Communications (EC Directive) Regulations 2003, in each case
including any legally binding regulations, direction and orders
Placing from time to time under or in connection with any such law.
The privacy notice of the Company setting out how personal data
will be used, stored, transferred or otherwise processed is
available on the Company's website at www.merian.com. For the
purposes of the Data Protection Legislation, the Company, the
Registrar and the Joint Bookrunners will act as data controllers
and/or data processors and in such capacity will oversee the
processing of personal data and determine the purposes for which
and the manner in which such personal data is to be processed
(collectively, the "Purposes"). Such personal data will be held and
processed for the following Purposes, being to:.
(a) process its personal data (special categories of personal
data (as defined in applicable Data Protection Legislation)) as
required for or in connection with the holding of Placing Shares,
including processing personal data in connection with credit and
money laundering checks on it and effecting the payment of
dividends and other distributions to Shareholders;
(b) evaluating and complying with any anti-money laundering,
regulatory and tax requirements in the respect of the Company;
(c) meeting the legal, regulatory, reporting and/or financial
obligations of the Company in the UK, Guernsey or elsewhere'
(d) communicate with it as necessary in connection with the
proper running of its business affairs and generally in connection
with the holding of Placing Shares;
(e) provide personal data to such third parties as are or shall
be necessary in connection with the proper running of its business
affairs and generally in connection with the holding of Placing
Shares or as Data Protection Legislation may require, including to
third parties outside the United Kingdom, Guernsey or the EEA
(subject to the use of a transfer mechanism which is approved at
the relevant time by the European Commission or any other
regulatory body which has or acquires the right to approve methods
of transfer of personal data outside the UK or Guernsey); and
(f) process its personal data for the purpose of their internal
record-keeping and reporting obligations.
(jj) in providing the Company, the Registrar and the Joint
Bookrunners with information, and to the extent that such
information relates to a third party procured by a Placee to
subscribe for Placing Shares and any nominee for any such person,
it hereby represents and warrants to the Company, the Registrar and
the Joint Bookrunners that it has obtained any necessary consents
of the data subject whose data it has provided, to the Company, the
Registrar and the Joint Bookrunners and their respective associates
holding and using their personal data for the Purposes (including,
where required, special categories of personal data (as defined in
applicable Data Protection Legislation) for the Purposes set out in
paragraph (kk) above) and will make the list of "Purposes" for
which the Company, the Registrar and the Joint Bookrunners will
process the data (as set out in clause (kk) of this Agreement)
available to all data subjects whose personal data may be shared by
it in the performance of this Agreement;
(kk) the representations, undertakings and warranties contained
in this Announcement (including this Appendix) and, as applicable,
in the Contract Note and/or Placing Confirmation and the Placing
Letter (if any) are irrevocable. It acknowledges that the Joint
Bookrunners and the Company and their respective affiliates will
rely upon the truth and accuracy of the foregoing representations,
warranties and undertakings, and it agrees that if any of the
representations, warranties or undertakings made or deemed to have
been made by its subscription of the Placing Shares are no longer
accurate, it shall promptly notify the Joint Bookrunners and the
Company;
(ll) where it or any person acting on behalf of it is dealing
with the Joint Bookrunners, any money held in an account with the
Joint Bookrunners 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 the Joint Bookrunners to segregate such money, as
that money will be held by the Joint Bookrunners under a banking
relationship and not as trustee;
(mm) any of its clients, whether or not identified to the Joint
Bookrunners, will remain its sole responsibility and will not
become clients of either Joint Bookrunner for the purposes of the
rules of the FCA or for the purposes of any other statutory or
regulatory provision;
(nn) the allocation of Placing Shares shall be determined by the
Joint Bookrunners in agreement with the Company and the Investment
Adviser and that the Joint Bookrunners may scale down any
commitments for this purpose on such basis as it may determine
(which may not be the same for each Placee);
(oo) time shall be of the essence as regards its obligations to
settle payment for the Placing Shares and to comply with its other
obligations under the Placing;
(pp) it authorises the Joint Bookrunners to deduct from the
total amount subscribed under the Placing the commission (if any)
payable to the Joint Bookrunners in accordance with the terms of
the Placing Agreement;
(qq) the commitment to subscribe for Placing Shares on the terms
set out in this Announcement and, as applicable, in the Contract
Note and/or Placing Confirmation and the Placing Letter (if any)
will continue notwithstanding any amendment that may in the future
be made to the terms of the Placing and that it will have no right
to be consulted or require that its consent be obtained with
respect to the Company's conduct of the Placing; and
(rr) the Company, the Investment Adviser, the Registrar and the
Joint Bookrunners will rely upon the truth and accuracy of the
foregoing representations, warranties, undertakings and
acknowledgements. You agree to indemnify and hold each of the
Company, the Investment Adviser, the Registrar, the Joint
Bookrunners and their respective affiliates harmless from any and
all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of any breach of the representations,
warranties, undertakings, agreements and acknowledgements in this
Announcement (including this Appendix).
United States purchase and transfer restrictions
By participating in the Placing, each Placee acknowledges and
agrees that it will (for itself and any person(s) procured by it to
subscribe for Placing Shares and any nominee(s) for any such
person(s)) be further deemed to represent and warrant to each of
the Company, the Investment Adviser, the Registrar and the Joint
Bookrunners that:
(a) it is not a US Person (as defined under Regulation S of the
US Securities Act of 1933, as amended) and it is not acquiring the
Placing Shares for the account or benefit of a US Person;
(b) it acknowledges that the Placing Shares have not been and
will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered or sold in the United
States or to, or for the account or benefit of, US Persons; and
(c) it acknowledges that the Company has not registered under
the Investment Company Act and that the Company has put in place
restrictions for transactions not involving any public offering in
the United States, and to ensure that the Company is not and will
not be required to register under the Investment Company Act.
The Company, the Investment Adviser, the Joint Bookrunners and
their respective directors, officers, agents, employees, advisers
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgments and agreements.
If any of the representations, warranties, acknowledgments or
agreements made by the Placee are no longer accurate or have not
been complied with, the Placee will immediately notify the Company
and the Joint Bookrunners.
Supply and disclosure of information
If a Joint Bookrunner, the Registrar or the Company or any of
their agents request any information about a Placee's agreement to
subscribe for Placing Shares under the Placing, such Placee must
promptly disclose it to them and ensure that such information is
complete and accurate in all respects.
Miscellaneous
The rights and remedies of the Company, the Investment Adviser,
the Joint Bookrunners and the Registrar under these terms and
conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial
exercise of one will not prevent the exercise of others.
On application, if a Placee is an individual, that Placee may be
asked to disclose in writing or orally, his nationality. If a
Placee is a discretionary fund manager, that Placee may be asked to
disclose in writing or orally the jurisdiction in which its funds
are managed or owned. All documents provided in connection with the
Placing will be sent at the Placee's risk. They may be returned by
post to such Placee at the address notified by such Placee to a
Joint Bookrunner.
Each Placee agrees to be bound by the Articles (as amended from
time to time) once the Placing Shares, which the Placee has agreed
to subscribe for pursuant to the Placing, have been acquired by the
Placee. The contract to subscribe for Placing Shares under the
Placing and the appointments and authorities mentioned in this
Announcement and all disputes and claims arising out of or in
connection with its subject matter or formation (including
non-contractual disputes or claims) will be governed by, and
construed in accordance with, the laws of England and Wales. For
the exclusive benefit of the Company, the Investment Adviser, the
Joint Bookrunners and the Registrar, each Placee 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 the Placee in any other jurisdiction.
In the case of a joint agreement to subscribe for Placing Shares
under the Placing, references to a "Placee" in these terms and
conditions are to each of the Placees who are a party to that joint
agreement and their liability is joint and several.
The Joint Bookrunners and the Company expressly reserve the
right to modify the Placing (including, without limitation, the
timetable and settlement) at any time before allocations are
determined. The Placing is subject to the satisfaction of the
conditions contained in the Placing Agreement and the Placing
Agreement not having been terminated. Further details of the terms
of the Placing Agreement are set out above, including under the
heading 'Details of the Placing Shares and the Placing
Agreement'.
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 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 is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty from each Placee, that the Placing Shares are not being
subscribed for in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor either of the Joint
Bookrunners 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,
each of the Joint Bookrunners and their respective affiliates in
the event that any of the Company and/or either of the Joint
Bookrunners have 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 the Joint Bookrunners
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.
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
IOEGIGDCRUDDGGI
(END) Dow Jones Newswires
September 28, 2020 05:00 ET (09:00 GMT)
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