TIDMGRID
RNS Number : 5886O
Gresham House Energy Storage Fund
03 October 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND OR JAPAN OR THEIR RESPECTIVE TERRITORIES OR
POSSESSIONS, OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE
CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR
SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SHARES IN
THE COMPANY OR SECURITIES IN ANY OTHER ENTITY, IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, CANADA, AUSTRALIA THE REPUBLIC OF
SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR THEIR RESPECTIVE
TERRITORIES OR POSSESSIONS, NOR SHALL IT, OR ANY PART OF IT, OR THE
FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY CONTRACT OR INVESTMENT DECISION TO PURCHASE OR
SUBSCRIBE FOR SHARES IN THE COMPANY WHATSOEVER, IN ANY
JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMATION
REGARDING ANY SECURITIES. ANY INVESTMENT DECISION RELATING TO THE
SHARES MUST BE MADE EXCLUSIVELY ON THE BASIS OF THE PROSPECTUS
PUBLISHED BY THE COMPANY ON 17 OCTOBER 2018 (THE "PROSPECTUS") AND
THE SUPPLEMENTARY PROSPECTUS PUBLISHED BY THE COMPANY ON 6 NOVEMBER
2018 (THE "SUPPLEMENTARY PROSPECTUS") AND ANY FURTHER SUPPLEMENTARY
PROSPECTUS(ES) IN CONNECTION, INTER ALIA, WITH THE COMPANY'S
PLACING PROGRAMME. A COPY OF THESE DOCUMENTS CAN BE FOUND ON THE
COMPANY'S WEBSITE AT NEWENERGY.GRESHAMHOUSE.COM/ESFPLC/ AND IS ALSO
AVAILABLE ON THE NATIONAL STORAGE MECHANISM AT
WWW.MORNINGSTAR.CO.UK/UK/NSM.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
3 October 2019
Gresham House Energy Storage Fund PLC (the "Company")
Placing
Highlights
-- The Company today announces a non-pre-emptive placing (the
"Placing") of up to 56,162,000 new Ordinary Shares (the "Placing
Shares") in the capital of the Company at a price of 103 pence per
Placing Share (the "Placing Price").
-- The Placing Price represents a discount of 1.9 per cent. to
the closing middle market price of 105 pence per Ordinary Share at
the close of business on 2 October 2019. The Placing will be
accretive to NAV for existing shareholders.
-- When issued, the Placing Shares will rank pari passu with the
existing Ordinary Shares in issue and will be eligible for the
dividend payable in respect of the period from 30 June 2019 to 30
September 2019, to be announced in due course.
-- The Placing is being launched immediately following this
announcement and will close at 12 noon on 10 October 2019.
-- The Company benefits from a good pipeline and the Placing is
intended to provide capital to make further investments as
described below.
-- The number of Placing Shares to be issued is subject to
demand from investors and, to the extent that such demand exceeds
36,162,000 Placing Shares, on authorities being sought from
Shareholders at the general meeting of the Company convened for 16
October 2019 (the "General Meeting").
Pipeline
As stated in the Company's interim report to 30 June 2019, the
Company benefits from a good pipeline of projects that are under
construction or are shortly to commence construction. These
projects are being developed by Gresham House and Noriker Power
Limited exclusively for acquisition by the Company (the
"Exclusivity Pipeline").
Subject to successful commissioning and purchase of the
Exclusivity Pipeline and to certain planned upgrades to existing
assets, the Company expects to have up to 229MW in operational
projects by the end of Q1 2020 and to have deployed more than the
cash resources currently available.
In addition, Gresham House Asset Management Limited (the
"Manager") is conducting diligence on a pipeline (the "Further
Pipeline") comprising:
-- four operational energy storage systems ("ESS") with a total of 95MW connection capacity; and
-- project rights for a further six ESS with a total of 240MW of connection capacity.
It is estimated that this pipeline has an investment value, on
an operational basis, in excess of GBP200 million. To the extent
that operational ESS can be acquired, the Company can benefit from
rapid deployment of capital into income-producing assets.
The purpose of the Placing is to provide further capital to
allow the Company to selectively acquire assets in the Exclusivity
Pipeline and the Further Pipeline.
Details of the Placing
The Company is seeking to place up to 56,162,000 Placing Shares
at the Placing Price of 103 pence per Placing Share. The Placing is
non-pre-emptive.
The Placing Price represents a discount of 1.9 per cent. to the
closing middle market price of 105 pence per Ordinary Share at the
close of business on 2 October 2019. The Placing will be accretive
to NAV for existing shareholders.
The Placing is being launched immediately following this
announcement and will close at 12 noon on 10 October 2019.
The number of Placing Shares to be issued is subject to demand
from investors and, to the extent that such demand exceeds
36,162,000 Placing Shares, on authorities being sought from
Shareholders at the General Meeting, as explained under
"Shareholder authorities" below.
When issued, the Placing Shares will rank pari passu with the
existing Ordinary Shares in issue and will be eligible for the
dividend payable in respect of the period from 30 June 2019 to 30
September 2019, to be announced in late November.
Cantor Fitzgerald Europe ("Cantor Fitzgerald") is acting as sole
bookrunner in connection with the Placing Programme.
Shareholder authorities
The Company has existing authority to issue up to 36,162,000
shares without pre-emption rights applying and these shares may be
admitted to trading on the Specialist Fund Segment of the London
Stock Exchange's main market under the placing programme, the terms
of which are set out in the Prospectus (the "Placing Programme
Shares"). No further shareholder authorities are required to issue
these shares in the Placing.
On 23 September 2019, the Company sent a circular to
Shareholders to convene the General Meeting, to be held on 16
October 2019. Resolutions 1 and 2 to be proposed at the General
Meeting seek additional authorities to issue up to 16,383,800
further shares without pre-emption rights applying, or such number
as equals 10% of the issued share capital on the date of the
General Meeting (the "Further Shares"). Provided that the
36,162,000 Placing Programme Shares are issued then the additional
authorities will be for 20,000,000 Further Shares.
Subject to the approval of such authorities (the "Further Share
Authorities") by Shareholders, the Placing will comprise the issue
of Placing Programme Shares and Further Shares, all at the Placing
Price and with a single closing date.
Settlement and admission to trading
To the extent that Further Shares are issued under the Placing,
each Placee will be allotted Placing Programme Shares and Further
Shares in as near as practicable the same proportions as other
Placees.
It is expected that the Placing Programme Shares will be
admitted to trading on 16 October 2019 and the Further Shares will
be admitted to trading on the Specialist Fund Segment on 17 October
2019.
Placees will be notified by Cantor Fitzgerald of the number of
Placing Programme Shares and the number of Further Shares (if any)
that they are being allotted. It should be noted that the number of
shares notified as having been allocated in the Placing may not be
the final number of shares allotted if the Further Share
Authorities are not obtained.
Further details of the Placing
The Placing is conditional, inter alia:
-- in respect of the Placing Programme Shares, on admission of
the Placing Programme Shares to trading on the Specialist Fund
Segment of the London Stock Exchange's main market (the "Placing
Programme Share Admission"); and
-- in respect of the Further Shares, on the approval of the
Further Share Authorities and on admission of the Further Shares to
trading on the Specialist Fund Segment of the London Stock
Exchange's Main market (the "Further Share Admission").
The Placing of the Placing Programme Shares is subject to the
terms and conditions set out in the Prospectus. The Placing of the
Further Shares is subject to the terms and conditions set out in
this announcement (and forming part of this announcement) under the
section below headed "Terms and conditions of application under the
Placing in respect of Further Shares", which are the substantially
the same as the terms and conditions set out in the Prospectus
relating to the Placing of Placing Programme Shares.
Cantor Fitzgerald will today commence a bookbuild process in
respect of the Placing at the Placing Price. The Placing will be
non-pre-emptive and the book will open with immediate effect
following this announcement and is expected to close no later than
12 noon in London on 10 October 2019 but may be closed earlier or
later at the discretion of the Company, in consultation with Cantor
Fitzgerald.
Details of the number of Placing Shares to be issued pursuant to
the Placing will be determined by the Company (following
consultation with Cantor Fitzgerald and the Manager and will be
announced as soon as practicable after the close of the Placing. In
the event of oversubscription of Placing Shares, applications may
be scaled back at Cantor Fitzgerald's discretion, in consultation
with the Company and the Manager. The Placing Shares will be
allocated at the discretion of Cantor Fitzgerald in consultation
with the Company and the Manager.
Application will be made for admission of the Placing Shares to
trading on the Specialist Fund Segment of the London Stock
Exchange's main market as described above under "Settlement and
admission to trading". Subject to the Placing Programme Share
Admission becoming effective in respect of the Placing Programme
Shares, it is expected that settlement of subscriptions by Placees
will take place, and trading in respect of the Placing Programme
Shares will commence, at 8.00 a.m. in London on 16 October 2019.
Subject to the Further Share Admission becoming effective in
respect of the Further Shares, it is expected that settlement of
subscriptions by Placees will take place, and trading in respect of
the Further Shares will commence, at 8.00 a.m. in London on 17
October 2019. Admission may occur at such other time and/or date as
may be announced by the Company after the close of the Placing.
By choosing to participate in the Placing and by making a
legally binding commitment to acquire Placing Shares, investors
will be deemed to have read and understood each of this
announcement, the Prospectus and the Supplementary Prospectus in
its entirety and to be making such offer on the terms and subject
to the conditions contained in the Prospectus (in respect of the
Placing Programme Shares) and on the terms and subject to the terms
and conditions contained in this announcement (in respect of the
Further Shares), and to be providing the representations,
warranties and acknowledgements contained in the Prospectus and in
this announcement.
Investors' attention is drawn to the detailed terms and
conditions of the Placing Programme set out in the Prospectus, in
particular, as set out in Part 15 therein and the detailed terms
and conditions of the Placing of Further Shares set out in this
announcement.
The Company confirms that all inside information which the
Directors and Company may have had has been notified to a Regulated
Information Service.
Terms used in this announcement shall, unless the context
otherwise requires, bear the meanings given to them in the
Prospectus which can be found on the Company's website at
newenergy.greshamhouse.com/esfplc/.
Dealing codes
Ticker GRID
ISIN GB00BFX3K770
SEDOL BFX3K77
Further information
Gresham House Asset Management
Limited +44 (0) 20 3837
Ben Guest 6270
+44 (0) 20 7894
8229
Cantor Fitzgerald Europe +44 (0) 20 7894
Richard Harris (Sales) 7719
Robert Peel (Corporate Finance) +44 (0) 20 7894
Alan Ray (Corporate Finance) 8590
Montfort Communications greshamhouse@montfort.london
Gay Collins +44 (0) 779 862
Louis Supple 6282
+44 (0) 203 770
7907
About the Company and the Manager
Gresham House Energy Storage Fund PLC owns a portfolio of six
utility-scale operational energy storage systems (known as ESS)
located in Great Britain. The portfolio has a total capacity of
75MW. The Company is managed by Gresham House Asset Management
Limited under the leadership of Ben Guest. The Company was admitted
to trading on the London Stock Exchange (Specialist Fund Segment)
on 13 November 2018 having raised GBP100 million of gross proceeds
from investors. Including issuance under the Placing Programme, it
has now raised a total of approximately GBP165 million of gross
proceeds from investors.
Gresham House Asset Management's New Energy team has a proven
track record in developing and operating energy storage and other
renewable assets having developed 75MW of energy storage systems
and approximately 290MW of predominantly ground-mounted solar
projects.
DISCLAIMERS
This announcement has been prepared for information purposes
only. This announcement is not an offer to sell or a solicitation
of any offer to buy the Shares in the Company in the United States,
Canada, Australia, the Republic of South Africa, the Republic of
Ireland or Japan, or any of their respective territories or
possessions, or in any other jurisdiction where such offer or sale
would be unlawful. No action has been taken by the Company or
Cantor Fitzgerald that would permit an offering of any Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company and Cantor Fitzgerald to inform themselves about, and to
observe, such restrictions.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This communication is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered, sold, resold, transferred or
delivered directly or indirectly in the United States, or to, or
for the account or benefit of, U.S. Persons, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States.
The Company has not been and will not be registered under the US
Investment Company Act of 1940 (the "Investment Company Act") and,
as such, holders of the Shares will not be entitled to the benefits
of the Investment Company Act. No offer, sale, resale, pledge,
delivery, distribution or transfer of the Shares may be made except
under circumstances that will not result in the Company being
required to register as an investment company under the Investment
Company Act.
This communication is only addressed to, and directed at,
persons in member states of the European Economic Area (other than
the United Kingdom) who are "qualified investors" within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 on the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market and repealing
Directive 2003/71/EC (the "Prospectus Regulation") ("Qualified
Investors"). In addition, in the United Kingdom, this communication
is being distributed only to, and is directed only at, Qualified
Investors: (i) who have professional experience in matters relating
to investments who fall within the definition of "investment
professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) who are high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order, and (iii) other persons to
whom it may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). Any investment
or investment activity to which this communication relates is
available only to and will only be engaged in with such persons.
This communication must not be acted on or relied on in any member
state of the European Economic Area other than the United Kingdom,
by persons who are not Qualified Investors.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the Company. Any such determination
should involve, among other things, an assessment of the legal,
tax, accounting, regulatory, financial, credit and other related
aspects of the securities.
This announcement may not be used in making any investment
decision in isolation. This announcement on its own does not
contain sufficient information to support an investment decision
and investors should ensure that they obtain all available relevant
information before making any investment. This announcement does
not constitute or form part of and may not be construed as an offer
to sell, or an invitation to purchase or otherwise acquire,
investments of any description, nor as a recommendation regarding
the possible offering or the provision of investment advice by any
party. No information in this announcement should be construed as
providing financial, investment or other professional advice and
each prospective investor should consult its own legal, business,
tax and other advisers in evaluating the investment opportunity. No
reliance may be placed for any purposes whatsoever on this
announcement or its completeness.
The information and opinions contained in this announcement are
provided as at the date of the announcement and are subject to
change without notice and no representation or warranty, express or
implied, is or will be made in relation to the accuracy or
completeness of the information contained herein and no
responsibility, obligation or liability or duty (whether direct or
indirect, in contract, tort or otherwise) is or will be accepted by
the Company, the Manager, Cantor Fitzgerald or any of their
affiliates or by any of their respective officers, employees or
agents to update or revise publicly any of the statements contained
herein. No reliance may be placed for any purpose whatsoever on the
information or opinions contained in this announcement or on its
completeness, accuracy or fairness. The document has not been
approved by any competent regulatory or supervisory authority.
The Company has a limited trading history. Potential investors
should be aware that any investment in the Company is speculative,
involves a high degree of risk, and could result in the loss of all
or substantially all of their investment. Results can be positively
or negatively affected by market conditions beyond the control of
the Company or any other person. Any data on past performance
contained herein is no indication as to future performance and
there can be no assurance that any targeted or projected returns
will be achieved or that the Company will be able to implement its
investment strategy or achieve its investment objectives. The
returns set out the Prospectus are targets only. There is no
guarantee that any returns set out in the Prospectus can be
achieved or can be continued if achieved, nor that the Company will
make any distributions whatsoever. There may be other additional
risks, uncertainties and factors that could cause the returns
generated by the Company to be materially lower than the returns
set out in the Prospectus. Risks that the Company is subject to
include reliance on third party providers to carry on its business
and there being an adverse change in laws or regulations which
affect the Company or its portfolio. In addition, if the growth in
renewable energy does not continue as expected, this may have an
adverse impact on the Company's performance. When certain contracts
with National Grid Electricity Transmission PLC expire, the Company
may not be able to obtain contracts on the same terms or at all,
which may harm the performance of the Company. The introduction of
leverage by the Company may increase the volatility of returns and
providers of leverage would rank ahead of investors. A full
explanation of risks is in the Prospectus. Potential investors
should therefore read the section of the Prospectus entitled "Risk
Factors" when considering an investment in the Company.
The information in this announcement may include forward-looking
statements, which are based on the current expectations, intentions
and projections about future events and trends or other matters
that are not historical facts and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereof) or other
variations thereof or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
not guarantees of future performance and are subject to known and
unknown risks, uncertainties, assumptions about the Company and
other factors, including, among other things, the development of
its business, trends in its operating industry, and future capital
expenditures and acquisitions. In light of these risks,
uncertainties and assumptions, the events in the forward-looking
statements may not occur and actual results may differ materially
from those expressed or implied by such forward looking statements.
Given these risks and uncertainties, prospective investors are
cautioned not to place undue reliance on forward-looking
statements.
Each of the Company, the Manager, Cantor Fitzgerald and their
affiliates and their respective officers, employees and agents
expressly disclaim any and all liability which may be based on this
announcement and any errors therein or omissions therefrom.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this announcement. The information
contained in this announcement will not be updated.
Neither the United States Securities and Exchange Commission nor
any state securities commission has approved or disapproved of the
Shares or passed upon or endorsed the merits of the offering of
Shares or the adequacy or accuracy of this announcement.
Prospective investors should take note that the Shares may not
be acquired by: (i) investors using assets of: (A) an "employee
benefit plan" as defined in Section 3(3) of US Employee Retirement
Income Security Act of 1974, as amended ("ERISA") that is subject
to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the
US Internal Revenue Code of 1986, as amended (the "US Tax Code"),
including an individual retirement account or other arrangement
that is subject to Section 4975 of the US Tax Code; or (C) an
entity which is deemed to hold the assets of any of the foregoing
types of plans, accounts or arrangements that is subject to Title I
of ERISA or Section 4975 of the US Tax Code; or (ii) a
governmental, church, non-US or other employee benefit plan that is
subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or
Section 4975 of the US Tax Code.
Cantor Fitzgerald is authorised and regulated in the United
Kingdom by the Financial Conduct Authority. Cantor Fitzgerald is
acting for the Company and no one else in connection with the
Placing, and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Cantor
Fitzgerald or for affording advice in relation to any transaction
or arrangement referred to in this announcement. This announcement
does not constitute any form of financial opinion or recommendation
on the part of Cantor Fitzgerald or any of its affiliates and is
not intended to be an offer, or the solicitation of any offer, to
buy or sell any securities.
In accordance with the Packaged Retail and Insurance-based
Investment Products Regulation (EU) No 1286/2014, the Key
Information Document relating to the Company is available to
investors at http://newenergy.greshamhouse.com/esfplc/.
TERMS AND CONDITIONS OF APPLICATION UNDER THE PLACING IN RESPECT
OF FURTHER SHARES
1. Introduction
Each person which confirms its agreement to Cantor Fitzgerald to
subscribe for Further Shares under the Placing (each a "Further
Placee") will be bound by these terms and conditions and will be
deemed to have accepted them.
The Company and/or Cantor Fitzgerald may require any Further
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) see(s) fit and/or may require any
such Further Placee to execute a separate placing letter (a
"Placing Letter"). The terms herein will, where applicable, be
deemed to be incorporated into such Placing Letter.
Subject to the paragraph above, the commitment to acquire
Further Shares under the Placing will be orally agreed with Cantor
Fitzgerald as agent for the Company and may be further evidenced in
a contract note (a "Contract Note") or placing confirmation (a
"Placing Confirmation") or subscription letter. The terms herein
will, where applicable, be deemed to be incorporated into such
Contract Note or Placing Confirmation.
2. Agreement to Subscribe for Further Shares
Subject to and conditional on:
(a) Further Share Admission occurring and becoming effective by
8.00 a.m. (London time) on or prior to 17 October 2019 (or such
later time and/or date, not being later than 8.00 a.m. on 31
October 2019, as the Company and Cantor Fitzgerald may agree);
(b) the first and second resolutions proposed at the General Meeting being passed;
(c) Cantor Fitzgerald confirming to the Further Placees their
allocation of Further Shares;
(d) the satisfaction of the conditions contained in the placing
agreement entered into between Cantor Fitzgerald and the Company
dated on or around the date of this announcement (the "Placing
Agreement") and the Placing Agreement not having been terminated
prior to Admission; and
(e) the terms and conditions herein and the terms and conditions
set out in the Placing Letter and accompanying form of confirmation
(if any),
a Further Placee agrees to become a member of the Company and
agrees to subscribe for those Further Shares allocated to it by
Cantor Fitzgerald at the Placing Price.
To the fullest extent permitted by law, each Further Placee
acknowledges and agrees that it will not be entitled to exercise
any remedy of rescission at any time. This does not affect any
other rights the Further Placee may have.
3. Payment for Further Shares
Each Further Placee undertakes to pay the Placing Price for the
Further Shares issued to the Further Placee in the manner and by
the time directed by Cantor Fitzgerald. If any Further Placee fails
to pay as so directed and/or by the time required, the relevant
Further Placee shall be deemed hereby to have appointed Cantor
Fitzgerald or any nominee of Cantor Fitzgerald as its agent to use
its reasonable endeavours to sell (in one or more transactions) any
or all of the Further Shares in respect of which payment shall not
have been made as directed, and to indemnify Cantor Fitzgerald and
its respective affiliates on demand in respect of any liability for
stamp duty and/or stamp duty reserve tax or any other liability
whatsoever arising in respect of any such sale or sales.
A sale of all or any of such Further Shares shall not release
the relevant Further Placee from the obligation to make such
payment for such Further Shares to the extent that Cantor
Fitzgerald or its nominee has failed to sell such Further Shares at
a consideration which, after deduction of the expenses of such sale
and payment of stamp duty and/ or stamp duty reserve tax as
aforementioned, exceeds the Placing Price per Further Share.
4. Representations and Warranties
By agreeing to subscribe for Further Shares, each Further Placee
which enters into a commitment to subscribe for such Further Shares
(a "Placing Commitment") will (for itself and any person(s)
procured by it to subscribe for Further Shares and any nominee(s)
for any such person(s)) be deemed to acknowledge, represent,
warrant and undertake to each of the Company, the Manager, the
Company's registrar (the "Registrar") and Cantor Fitzgerald
that:
(a) in agreeing to subscribe for Further Shares under the
Placing, it is relying solely on this these terms and conditions,
the Prospectus, the Supplementary Prospectus and any Contract Note,
Placing Confirmation or Placing Letter (as applicable) and not on
any other information given, or representation or statement made at
any time, by any person concerning the Company, the Further Shares
and/or the Placing. It agrees that none of the Company, the
Manager, Cantor Fitzgerald or the Registrar, nor any of their
respective officers, agents or employees, will have any liability
for any other information or representation. It irrevocably and
unconditionally waives any rights it may have against any such
persons in respect of any other information or representation;
(b) if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to subscribe for
Further Shares under the Placing, it warrants that it has complied
with all such laws, obtained all governmental and other consents
which may be required, complied with all requisite formalities and
paid any issue, transfer or other taxes due in connection with its
application in any territory 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 Manager,
Cantor Fitzgerald or the Registrar 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 the United Kingdom in connection
with the Placing;
(c) it has carefully read and understands the Prospectus and the
Supplementary Prospectus and has had the opportunity to read the
Key Information Document in entirety and acknowledges that it shall
be deemed to have notice of all information and representations
contained in the Prospectus, the Supplementary Prospectus and the
Key Information Document and is acquiring Further Shares on the
terms and subject to the conditions set out herein, the articles of
association of the Company as in force at the date of Further Share
Admission (the "Articles") and, if applicable, in any Contract
Note, Placing Confirmation or Placing Letter;
(d) it has not relied on Cantor Fitzgerald or any person
affiliated with Cantor Fitzgerald in connection with any
investigation of the accuracy of any information contained
herein;
(e) the contents of the Prospectus, the Supplementary Prospectus
and this announcement are exclusively the responsibility of the
Company and its Directors and neither Cantor Fitzgerald nor any
person acting on its behalf nor any of its affiliates are
responsible for or shall have any liability for any information,
representation or statement contained herein or any information
published by or on behalf of the Company and will not be liable for
any decision by a Further Placee to participate in the Placing
based on any information, representation or statement contained
herein or otherwise;
(f) it acknowledges that no person is authorised in connection
with the Placing to give any information or make any representation
other than as contained herein and, if given or made, any
information or representation must not be relied upon as having
been authorised by Cantor Fitzgerald, the Company or the
Manager;
(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 Sections 67, 70, 93 or 96
(depository receipts and clearance services) of the Finance Act
1986;
(h) it accepts that none of the Further Shares have been or will
be registered under the laws of the United States, Canada,
Australia, the Republic of South Africa, the Republic of Ireland or
Japan. Accordingly, the Further Shares may not be offered, sold,
issued or delivered, directly or indirectly, within any of the
United States, Canada, Australia, the Republic of South Africa, the
Republic of Ireland or Japan unless an exemption from any
registration requirement is available;
(i) if it is within the United Kingdom, it is a person who falls
within Articles 49(2)(a) to (d) or 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotions) Order 2005 or is a
person to whom the Further Shares may otherwise lawfully be offered
under such Order and/or is a person who is a "professional client"
or an "eligible counterparty" within the meaning of Chapter 3 of
the FCA's Conduct of Business Sourcebook (within the Handbook of
Rules and Guidance of the Financial Conduct Authority, as amended
(the "FCA Rules")), or, if it is receiving the offer in
circumstances under which the laws or regulations of a jurisdiction
other than the United Kingdom would apply, that it is a person to
whom the Further Shares may be lawfully offered under that other
jurisdiction's laws and regulations;
(j) if it is a resident in the European Economic Area ("EEA")
(other than the United Kingdom), (i) it is a qualified investor
within the meaning of the law in the relevant member state of the
EEA ("Member State") implementing Article 2e) of the Prospectus
Regulation and (ii) if that relevant Member State has implemented
the Alternative Investment Fund Managers Directive 2011/61/EU (the
"AIFM Directive"), that it is a person to whom the Further Shares
may lawfully be marketed under the AIFM Directive or under the
applicable implementing legislation (if any) of that relevant
Member State;
(k) in the case of any Further Shares acquired by a Further
Placee who subsequently resells there Further Shares as more
particularly described in Article 5 of the Prospectus Regulation
(i) the Further 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 any relevant Member State
other than qualified investors, as that term is defined in the
Prospectus Directive, or in circumstances in which the prior
consent of Cantor Fitzgerald has been given to the offer or resale;
or (ii) where Further Shares have been acquired by it on behalf of
persons in any relevant Member State other than qualified
investors, the offer of those Further Shares to it is not treated
under the Prospectus Regulation as having been made to such
persons;
(l) if it is outside the United Kingdom, neither the Prospectus,
the Supplementary Prospectus this announcement nor any other
offering, marketing or other material in connection with the
Placing (if any) constitutes an invitation, offer or promotion to,
or arrangement with, it or any person whom it is procuring to
subscribe for Further 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 Further 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;
(m) it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Further Shares and it is
not acting on a non-discretionary basis for any such person;
(n) if the Further Placee is a natural person, such Further
Placee is not under the age of majority (18 years of age in the
United Kingdom) on the date of such Further Placee's agreement to
subscribe for Further Shares under the Placing and will not be any
such person on the date any such agreement to subscribe under the
Placing is accepted;
(o) it has complied with and will comply with all applicable
provisions of the Criminal Justice Act 1993 and the regulation (EU)
No. 596/2016 of the European Parliament and of the Council of 16
April 2014 on market abuse with respect to anything done by it in
relation to the Placing and/or the Further Shares;
(p) it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted the Prospectus, the
Supplementary Prospectus, this announcement or any other offering
materials concerning the Placing and/or the Further Shares to any
persons within the United States or to any U.S. Persons (having the
meaning ascribed to such term in Regulation S promulgated under the
U.S. Securities Act of 1933, as amended (the "Securities Act")
("Regulation S")), nor will it do any of the foregoing;
(q) it represents, acknowledges and agrees to the
representations, warranties and agreements as set out under the
heading "United States Purchase and Transfer Restrictions" in
paragraph 5 below;
(r) it acknowledges that neither Cantor Fitzgerald nor any of
its affiliates nor any person acting on its behalf is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing or
providing any advice in relation to the Placing and participation
in the Placing is on the basis that it is not and will not be a
client of Cantor Fitzgerald and that Cantor Fitzgerald does not
have any duties or responsibilities to it for providing the
protections afforded to its 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;
(s) it acknowledges that where it is subscribing for Further
Shares for one or more managed, discretionary or advisory accounts,
it is authorised in writing for each such account: (i) to subscribe
for the Further Shares for each such account; (ii) to make on each
such account's behalf the representations, warranties and
agreements set out in the Prospectus, Supplementary Prospectus or
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 Cantor Fitzgerald. It agrees that
the provision of this paragraph shall survive any resale of the
Further Shares by or on behalf of any such account;
(t) if it is acting as a "distributor" (for the purposes of the
product governance requirements contained within MiFID II Directive
2014/65/EU ("MiFID II"), Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II local implementing
measures (together, the "MiFID II Product Governance
Requirements"):
(i) it acknowledges that the target market assessment undertaken
by the Manager (being the AIFM (within the meaning of AIFM
Directive)) and Cantor Fitzgerald 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 Further Shares and each distributor
is responsible for undertaking its own target market assessment in
respect of the Further Shares and determining appropriate
distribution channels;
(ii) notwithstanding any target market assessment undertaken by
the AIFM and Cantor Fitzgerald, it confirms that it has satisfied
itself as to the appropriate knowledge, experience, financial
situation, risk tolerance and objectives and needs of the investors
to whom it plans to distribute the Further Shares and that it has
considered the compatibility of the risk/reward profile of such
Further Shares with the end target market; and
(iii) it acknowledges that the price of the Further Shares may
decline and investors could lose all or part of their investment;
the Further Shares offer no guaranteed income and capital
protection cannot be guaranteed on the Further Shares; and an
investment in the Further Shares is compatible only with investors
who do not need a guaranteed 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;
(u) it irrevocably appoints any director of the Company and any
director of Cantor Fitzgerald 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 Further Shares for which it has given a commitment under the
Placing in the event of its own failure to do so;
(v) it accepts that if the Placing of the Further Shares does
not proceed or the Further Shares for which valid applications are
received and accepted are not admitted to trading on the Specialist
Fund Segment for any reason whatsoever then none of Cantor
Fitzgerald or the Company, nor persons controlling, controlled by
or under common control with any of them nor any of their
respective employees, agents, officers, members, shareholders,
partners or representatives, shall have any liability whatsoever to
it or any other person;
(w) in connection with its participation in the Placing of the
Further Shares, 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
("Money Laundering Legislation"); 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 or 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
Legislation;
(x) it acknowledges that due to anti-money laundering and the
countering of terrorist financing requirements, Cantor Fitzgerald
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, Cantor
Fitzgerald and the Company may refuse to accept the application and
the subscription moneys relating thereto. It holds harmless and
will indemnify Cantor Fitzgerald 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;
(y) it acknowledges that it has been informed that, pursuant to
the General Data Protection Regulation 2016/679 (the "DP
Legislation"), the Company and/or the Registrar will, following
Further Share Admission, hold personal data (as defined in the DP
Legislation) relating to past and present shareholders of the
Company. Personal data, such as name, postal address and email
address will be retained on record for a period exceeding five
years after it is no longer used (subject to any limitations on
retention periods set out in applicable law). The Registrar (acting
as data processor of the Company) will process such personal data
at all times in compliance with DP Legislation and shall only
process for the purposes set out in the Company's privacy notice
(the "Purposes") which is available for consultation on the
Company's website at
https://greshamhouse.com/online-policy-and-cookies-policy/ (the
"Privacy Notice") which include to:
(i) process its personal data to the extent and in such manner
as is necessary for the performance of its obligations under its
service contract, including as required by or in connection with
its holding of Further Shares, including processing personal data
in connection with credit and anti-money laundering checks on it
and effecting the payments of dividends and other distributions to
the shareholders of the Company;
(ii) communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Further
Shares;
(iii) comply with the legal and regulatory obligations of the
Company and/or the Registrar; and
(iv) process its personal data for internal administration;
(z) it acknowledges that where it is necessary to fulfil the
Purposes, the Company, Cantor Fitzgerald and the Registrar may
disclose personal data to:
(i) third parties located either within, or outside of the EEA,
if necessary for the Registrar to perform its functions, or when it
is within its legitimate interests, and in particular in connection
with the holding of Further Shares; or
(ii) its affiliates, each other or the AIFM and their respective
associates, some of which may be located outside the EEA;
(aa) it acknowledges that any sharing of personal data between
the Company, Cantor Fitzgerald or the Registrar with other parties
will be carried out in compliance with the DP Legislation and as
set out in the Company's Privacy Notice;
(bb) it acknowledges that by becoming registered as a holder of
Further Shares a person to the extent they are a natural person
becomes a data subject (as defined under DP Legislation) and where
the registered shareholder is a legal person then its nominated
point of contract will be a data subject in respect of his/her name
and business related address. In providing the Registrar with
information, it hereby represents and warrants to the Company, the
Registrar and the AIFM that: (i) it complies in all material
aspects with its data controller obligations under DP Legislation,
and in particular, it has notified any data subject of the Purposes
for which personal data will be used and by which parties it will
be used and it has provided a copy of the Company's Privacy Notice
and any other data protection notice which has been provided by the
Company, Cantor Fitzgerald and/or the Registrar; and (ii) where
consent is legally competent and/or required under DP Legislation
it has obtained the consent of any data subject to the Company and
Registrar and their respective affiliates and group companies,
holding and using their personal data for the Purposes
(including
the explicit consent of the data subjects for the processing of
any sensitive personal data for the Purposes);
(cc) it acknowledges that by submitting personal data to Cantor
Fitzgerald the Registrar (acting for and on behalf of the Company)
where it is a natural person he or she has read and understood the
terms of the Company's Privacy Notice;
(dd) it acknowledges that by submitting personal data to Cantor
Fitzgerald and/or the Registrar (acting for and on behalf of the
Company) where it is not a natural person it represents and
warrants that: (i) it has brought the Company's Privacy Notice to
the attention of any underlying data subjects on whose behalf or
account it may act or whose personal data will be disclosed to the
Company as a result of it agreeing to subscribe for Further Shares;
and (ii) it has complied in all other respects with all applicable
data protection legislation in respect of disclosure and provision
of personal data to the Company;
(ee) it acknowledges that where it acts for or on account of an
underlying data subject or otherwise discloses the personal data of
an underlying data subject, he/she/it shall, in respect of the
personal data it processes in relation to or arising in relation to
the Placing of Further Shares:
(i) comply with all applicable data protection legislation;
(ii) take appropriate technical and organisational measures
against unauthorised or unlawful processing of the personal data
and against accidental loss or destruction of, or damage to the
personal data;
(iii) if required, agree with the Company, Cantor Fitzgerald and
the Registrar, the responsibilities of each such entity as regards
relevant data subjects' rights and notice requirements; and
(iv) it shall immediately on demand, fully indemnify each of the
Company, Cantor Fitzgerald and the Registrar and keep them fully
and effectively indemnified against all costs, demands, claims,
expenses (including legal costs and disbursements on a full
indemnity basis), losses (including indirect losses and loss of
profits, business and reputation), actions, proceedings and
liabilities of whatsoever nature arising from or incurred by the
Company, Cantor Fitzgerald and/or the Registrar in connection with
any failure by it to comply with the provisions set out above;
(ff) Cantor Fitzgerald and the Company are entitled to exercise
any of their rights under these terms and conditions or any other
right in their absolute discretion without any liability whatsoever
to it;
(gg) the representations, undertakings and warranties contained
in these terms and conditions are irrevocable. It acknowledges that
Cantor Fitzgerald, the Company, the Manager and their respective
affiliates will rely upon the truth and accuracy of the foregoing
representations and warranties and it agrees that if any of the
representations or warranties made or deemed to have been made by
its subscription of the Further Shares are no longer accurate, it
shall promptly notify Cantor Fitzgerald and the Company;
(hh) where it or any person acting on behalf of it is dealing
with Cantor Fitzgerald, any money held in an account with Cantor
Fitzgerald 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 provisions of the FCA Rules, which therefore will not
require Cantor Fitzgerald to segregate such money, as that money
will be held by Cantor Fitzgerald under a banking relationship and
not as trustee;
(ii) any of its clients, whether or not identified to Cantor
Fitzgerald, will remain its sole responsibility and will not become
clients of Cantor Fitzgerald for the purposes of the FCA Rules or
for the purposes of any other statutory or regulatory
provision;
(jj) it accepts that the allocation of Further Shares shall be
determined by Cantor Fitzgerald in its absolute discretion but in
consultation with the Company and the Manager and that Cantor
Fitzgerald in a consultation with the Company and the Manager may
scale down any Placing commitments for this purpose on such basis
as it may determine;
(kk) time shall be of the essence as regards its obligations to
settle payment for the Further Shares and to comply with its other
obligations under the Placing;
(ll) it is capable, or the underlying client(s) in the case of applications on behalf of professionally-advised investors are capable themselves, of evaluating the merits and risks of an investment in the Company and have sufficient resources both to invest in potentially illiquid securities and to be able to bear any losses (which may equal the whole amount invested) that may result from the investment;
(mm) authorises Cantor Fitzgerald to deduct from the total
amount subscribed under the Placing the aggregate fees and
commissions (if any) calculated at the rate (agreed with the
Company) payable on the number of Further Shares allocated under
the Placing;
(nn) its commitment to acquire Further Shares will be agreed
orally with Cantor Fitzgerald and that a Contract Note or Placing
Confirmation may be issued by Cantor Fitzgerald shortly thereafter.
That oral confirmation will constitute an irrevocable, legally
binding Placing commitment upon that person (who at that point will
become a Further Placee) in favour of the Company and Cantor
Fitzgerald to purchase and/or subscribe for the number of Further
Shares allocated to it at the Placing Price on the terms and
conditions set out in herein and, as applicable, in the Contract
Note or Placing Confirmation (or if further applicable, in the
Placing Letter). Except with the consent of Cantor Fitzgerald, such
oral Placing commitment will not be capable of variation or
revocation after the time at which it is made; and
(oo) its allocation of Further Shares under the Placing will be
evidenced by the Contract Note or Placing Confirmation, as
applicable, confirming: (i) the number of Further Shares that such
Further Placee has agreed to purchase and/or subscribe for; (ii)
the aggregate amount that such Further Placee will be required to
pay for such Further Shares; and (iii) settlement instructions to
pay Cantor Fitzgerald as agent for the Company. The terms herein
will be deemed to be incorporated into that Contract Note or
Placing Confirmation.
5. United States purchase and transfer restrictions
By participating in the Placing, each Further Placee
acknowledges and agrees that it will (for itself and any person(s)
procured by it to subscribe for Further Shares and any nominee(s)
for any such person(s)) be further deemed to represent and warrant
to each of the Company, the Manager, the Registrar and Cantor
Fitzgerald that:
(a) it is not a U.S. Person, is not located within the United
States and is acquiring the Further Shares in an offshore
transaction meeting the requirements of Regulation S under the
Securities Act and it is not acquiring the Further Shares for the
account or benefit of a U.S. Person;
(b) it acknowledges that the Further 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, U.S. Persons absent
registration or an exemption from registration under the Securities
Act;
(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;
(d) unless the Company expressly consents in writing otherwise,
no portion of the assets used to purchase, and no portion of the
assets used to hold, the Further Shares or any beneficial interest
therein constitutes or will constitute the assets of (i) an
"employee benefit plan" as defined in Section 3(3) of ERISA that is
subject to Title I of ERISA; (ii) a "plan" as defined in Section
4975 of the U.S. Tax Code, including an individual retirement
account or other arrangement that is subject to Section 4975 of the
U.S. Tax Code; or (iii) an entity which is deemed to hold the
assets of any of the foregoing types of plans, accounts or
arrangements that is subject to Title I of ERISA or Section 4975 of
the U.S. Tax Code. In addition, if an investor is a governmental,
church, non-U.S. or other employee benefit plan that is subject to
any federal, state, local or non-U.S. law that is substantially
similar to the provisions of Title I of ERISA or Section 4975 of
the U.S. Tax Code, its purchase, holding, and disposition of the
Further Shares must not constitute or result in a non-exempt
violation of any such substantially similar law;
(e) that if any Further Shares offered and sold pursuant to
Regulation S under the Securities Act are issued in certificated
form, then such certificates evidencing ownership will contain a
legend substantially to the following effect unless otherwise
determined by the Company in accordance with applicable law:
"GRESHAM HOUSE ENERGY STORAGE FUND PLC (THE "COMPANY") HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT
OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). IN ADDITION,
THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD,
PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT
IN ACCORDANCE WITH THE SECURITIES ACT OR AN EXEMPTION THEREFROM AND
UNDER CIRCUMSTANCES WHICH WILL NOT REQUIRE THE COMPANY TO REGISTER
UNDER THE INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS."
(f) if in the future the Further Placee decides to offer, sell,
transfer, assign or otherwise dispose of the Further Shares, it
will do so only in compliance with an exemption from the
registration requirements of the Securities Act and under
circumstances which will not require the Company to register under
the Investment Company Act. It acknowledges that any sale,
transfer, assignment, pledge or other disposal made other than in
compliance with such laws and the above stated restrictions will be
subject to the compulsory transfer provisions as provided in the
Articles;
(g) it is purchasing the Further Shares for its own account or
for one or more investment accounts for which it is acting as a
fiduciary or agent, in each case for investment only, and not with
a view to or for sale or other transfer in connection with any
distribution of the Further Shares in any manner that would violate
the Securities Act, the Investment Company Act or any other
applicable securities laws;
(h) it acknowledges that the Company reserves the right to make
inquiries of any holder of the Further Shares or interests therein
at any time as to such person's status under U.S. federal
securities laws and to require any such person that has not
satisfied the Company that holding by such person will not violate
or require registration under U.S. securities laws to transfer such
Further Shares or interests in accordance with the Articles;
(i) it acknowledges and understands that the Company is required
to comply with international regimes for the automatic exchange of
information to improve tax compliance (including the U.S. Foreign
Account Tax Compliance Act ("FATCA") and the OECD's Common
Reporting Standards ("CRS")). The Further Placee agrees to furnish
any information and documents the Company may from time to time
request, including but not limited to information required to
enable it to comply with its obligations under automatic exchange
of information regimes;
(j) it is entitled to acquire the Further Shares under the laws
of all relevant jurisdictions which apply to it, it has fully
observed all such laws and obtained all governmental and other
consents which may be required thereunder and complied with all
necessary formalities and it has paid all issue, transfer or other
taxes due in connection with its acceptance in any jurisdiction of
the Further Shares and that it has not taken any action, or omitted
to take any action, which may result in the Company, the Manager,
Cantor Fitzgerald or their respective directors, officers, agents,
employees and advisers being in breach of the laws of any
jurisdiction in connection with the Placing or its acceptance of
participation in the Placing;
(k) it has received, carefully read and understands the terms
and contained herein, and has not, directly or indirectly,
distributed, forwarded, transferred or otherwise transmitted the
Prospectus, the Supplementary Prospectus, this announcement or any
offering materials or presentation (if any) concerning the Further
Shares to within the United States or to any U.S. Persons, nor will
it do any of the foregoing; and
(l) if it is acquiring any Further Shares as a fiduciary or
agent for one or more accounts, the Placee has sole investment
discretion with respect to each such account and full power and
authority to make such foregoing representations, warranties,
acknowledgements and agreements on behalf of each such account.
The Company, the Manager, the Registrar, Cantor Fitzgerald 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 investor are no longer accurate or have not
been complied with, the Further Placee will immediately notify the
Company and Cantor Fitzgerald.
6. Supply and disclosure of information
If Cantor Fitzgerald, the Registrar, the Manager, or the Company
or any of their agents request any information about a Further
Placee's agreement to subscribe for Further Shares under the
Placing, such Further Placee must promptly disclose it to them.
7. Return of application moneys
If any application is not accepted in whole, or is accepted in
part only (as a result of any scaling back of any part of an
application), or if any contract created by acceptance does not
become unconditional, the application moneys or, as the case may
be, the balance of the amount paid on application will be returned
as soon as reasonably practicable without interest by returning
your cheque, or by crossed cheque in favour of the first-named
applicant, by post at the risk of the person(s) entitled
thereto.
8. Miscellaneous
The rights and remedies of Cantor Fitzgerald, the Registrar and
the Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others.
On application, if a Further Placee is an individual, that
Further Placee may be asked to disclose in writing or orally his
nationality.
On application, if a Further Placee is a discretionary fund
manager, that Further 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 Further Placee's risk. They may be returned by post to such
Further Placee at the address notified by such Further Placee.
Each Further Placee agrees to be bound by the Articles once the
Further Shares which the Further Placee has agreed to subscribe for
pursuant to the Placing have been acquired by the Further Placee.
The contract to subscribe for Further Shares under the Placing and
the appointments and authorities mentioned herein 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 Cantor Fitzgerald, the
Company, the Manager, and the Registrar, each Further 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 Further Placee in any other
jurisdiction.
In the case of a joint agreement to subscribe for Further Shares
under the Placing, references to a "Further Placee" in these terms
and conditions are to each of the Further Placees who are a party
to that joint agreement and their liability is joint and
several.
Cantor Fitzgerald 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEDMMGGRZZGLZM
(END) Dow Jones Newswires
October 03, 2019 02:00 ET (06:00 GMT)
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