TIDMMERI
RNS Number : 2910A
Merian Chrysalis Investment Co. Ltd
28 September 2020
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
28 September 2020
MERIAN CHRYSALIS INVESTMENT COMPANY LIMITED
( LON : MERI )
PrimaryBid.com Offer
Merian Chrysalis Investment Company Limited (the "Company") is
pleased to announce a retail offer via PrimaryBid (the "PrimaryBid
Offer") of new ordinary shares of no par value each in the Company
(the "New Ordinary Shares")
at an issue price of GBP1.48 per New Ordinary Share (the "Issue Price").
As separately announced today the Company is also conducting a
non pre-emptive placing of new ordinary shares in the capital of
the Company (the "Placing Shares") by way of a placing (the
"Placing"). The shares being offered pursuant to the Placing will
also be issued at the Issue Price.
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 continues to see numerous opportunities fed
into its pipeline by its origination channels and has identified
one in particular which it would like to pursue immediately.
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 PrimaryBid Offer. 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.
PrimaryBid Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors since
launch. Given the longstanding support of retail shareholders, the
Company believes that it is appropriate to provide retail and other
interested investors the opportunity to participate in the
PrimaryBid Offer. The Company is therefore making the PrimaryBid
Offer available exclusively through PrimaryBid.com platform and the
PrimaryBid mobile app available on the Apple App Store and Google
Play. PrimaryBid does not charge investors any commission for this
service.
The PrimaryBid Offer, via the PrimaryBid.com platform, is open
to retail investors from the time of the release of this
announcement until 3:00 p.m. on 6 October 2020 . The PrimaryBid
Offer may close early if it is oversubscribed.
Subscriptions under the PrimaryBid Offer will be considered by
the Company on a "first come, first served" basis, subject to
conditions which are available to view on PrimaryBid.com. There is
a minimum subscription of GBP100 per investor under the terms of
the PrimaryBid Offer which is open to existing shareholders and
other investors subscribing via PrimaryBid.com.
The Company in consultation with PrimaryBid reserves the right
to scale back any order at its discretion. The Company and
PrimaryBid reserve the right to reject any application for
subscription under the PrimaryBid Offer without giving any reason
for such rejection. Aggregate demand under the PrimaryBid Offer
will be limited to EUR 8m (based on prevailing exchange rates), as
is legally required.
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the PrimaryBid Offer, and investors
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement.
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
vital to note that once an application for New Ordinary Shares has
been made and accepted via PrimaryBid, an application cannot be
withdrawn.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued be fully paid and
rank pari passu in all respects with each other and with the
Company's existing ordinary shares including, without limitation,
the right to receive all dividends and other distributions
declared, made or paid after the date of issue.
Applications will be made to the Financial Conduct Authority for
admission of the New Ordinary Shares to the premium segment of the
Official List and to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on the Main Market
("Admission").
Settlement for the New Ordinary Shares and Admission are
expected to take place on or before 9 October 2020 (or such later
date as notified by the Company). The PrimaryBid Offer is
conditional upon Admission becoming effective.
The terms and conditions on which the PrimaryBid Offer is made,
including the procedure for application and payment for New
Ordinary Shares, is available at at www.PrimaryBid.com.
Maitland Administration (Guernsey) Limited
Elaine Smeja +44 (0) 1481 749364
PrimaryBid Limited + 44 (0) 203 026
Kieran D'Silva / James Deal 4750
This Announcement should be read in its entirety. In particular,
the information provided in the "Important Notices" section of this
Announcement should be read and understood.
LEI: 213800F9SQ753JQHSW24.
Important Notices
Persons distributing this Announcement must satisfy themselves
that is lawful to do so. This Announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
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 New Ordinary 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 New Ordinary 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
European Economic Area ("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"). Any person within the
United States and any US person who obtains a copy of this
Announcement must disregard it. No action has been or will be taken
by the Company, PrimaryBid, or any of their affiliates, agents,
directors, officers or employees that would permit the offer of the
New Ordinary Shares or possession or distribution of this
Announcement in any jurisdiction where action for that purpose is
required. This Announcement must not be acted on or relied upon in
any member state of the European Economic Area ("EEA").
The New Ordinary 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. There will not be
any public offering of the New Ordinary Shares in the United
States.
This Announcement has been prepared on the basis that all offers
of New Ordinary Shares will be made pursuant to an exemption under
the Prospectus Regulation from the requirement to produce a
prospectus for offers of New Ordinary Shares. Accordingly, any
person making or intending to make any offer within the United
Kingdom or the EEA for ordinary shares in the capital of the
Company which are not the subject of the PrimaryBid Offer
contemplated in this Announcement should only do so in
circumstances in which no obligation arises for the Company to
produce a prospectus. The Company has not authorised, nor do they
authorise, the making of any offer of New Ordinary Shares via the
PrimaryBid Offer through any financial intermediary.
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. Any indication in this
Announcement of the price at which ordinary shares have been bought
or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended as a
profit forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company, as appropriate, for the current or future years
would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations
or free cash flow for the Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement. The New Ordinary Shares to
be issued or sold pursuant to the PrimaryBid Offer will not be
admitted to trading on any stock exchange other than the London
Stock Exchange.
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 MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares the subject of the placing have been
subject to a product approval process, which has determined that
such New Ordinary 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 Ordinary
Shares may decline and investors could lose all or part of their
investment; (ii) the New Ordinary Shares offer no guaranteed income
and no capital protection; and (iii) an investment in the New
Ordinary 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 PrimaryBid
Offer.
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 Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary 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 Ordinary
Shares. The KID is made available by the Company to "retail
investors" prior to them making an investment decision in respect
of the New Ordinary Shares at www.Merian.com/Chrysalis.
If you are distributing New Ordinary 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 Ordinary Shares
for the purposes of the PRIIPs Regulation and Merian Global
Investors (UK) Limited (the Company's investment adviser (the
"Adviser")) is not a manufacturer for this purpose. The Adviser
makes no 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 Ordinary Shares.The Adviser and its
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.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this Announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for New Ordinary Shares. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.
END
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