TIDMSHIP
RNS Number : 2810R
Tufton Oceanic Assets Ltd.
04 November 2021
4 November 2021
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA OR
ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR
RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
This announcement contains inside information for the purposes
of the UK version of the Market Abuse Regulation ("MAR") which
forms part of UK law by virtue of the European Union (Withdrawal)
Act 2018; as amended. Upon publication of this announcement, the
inside information is now considered to be in the public domain for
the purposes of MAR.
Tufton Oceanic Assets Limited ("Tufton Oceanic Assets" or the
"Company")
Tap Issue
The Investment Manager continues to identify an attractive
pipeline of secondhand vessels. In order to capitalise on these
opportunities the Company announces a tap issue of new ordinary
shares ("Ordinary Shares") in the Company (the "Tap Issue") under
the general authorities granted by shareholders at its 2021
AGM.
The Tap Issue will be conducted through the Company's joint
brokers, Hudnall Capital LLP ("Hudnall Capital") and Singer Capital
Markets Limited (and its affiliated entities) ("Singer Capital
Markets") (together "the Joint Bookrunners"), subject to the terms
and conditions contained in the appendix to this announcement (the
"Appendix"). The Tap Issue will be launched immediately following
this announcement and is expected to close at 12.00 p.m. (London
time) on 12 November 2021 but may be closed earlier or later at the
discretion of the Company and the Joint Bookrunners.
Ordinary Shares issued under the Tap Issue ("Tap Issue Shares")
will rank pari passu with the existing Ordinary Shares in
issue.
The issue price per Tap Issue Share (the "Tap Issue Share
Price") will be USD1.39 per Tap Issue Share, representing a 1.4 per
cent. discount to the Company's closing share price of USD 1.41 on
3 November 2021 (being the last business day prior to this
announcement) and a 3.1 per cent. premium to the Company's
unaudited NAV per Ordinary Share as at 30 September 2021 of USD
1.348, adjusted for the interim dividend of USD 0.02 per share
declared on 21 October 2021 with an associated ex-dividend date of
28 October 2021. The Tap Issue Shares will be eligible for the
dividend to be paid in January 2022. The 3.1 per cent. premium
reflects: 1) total issuance costs expected to be approximately 1.7
per cent. of gross proceeds; and 2) approximately 1.5 per cent.
reflecting the Company's expected IRR range of between 16 per cent.
and 20 per cent.
The Tap Issue is intended to make use of the Company's general
authorities granted by shareholders at its 2021 AGM. The number of
Tap Issue Shares available under general authorities is 28,057,140,
representing 10.0% of the Company's issued share capital. The final
number of Tap Issue Shares to be issued will be determined by the
Company and the Joint Bookrunners following close of the Tap Issue,
and announced shortly thereafter.
The decision to allot Tap Issue Shares to any person pursuant to
the Tap Issue shall be at the absolute discretion of the Company
(in consultation with the Joint Bookrunners). The Joint
Bookrunners, acting as agent for and in agreement with the Company,
may choose to accept applications, either in whole or in part, on
the basis of allocations determined, and may scale down any bids
for this purpose, on such basis as the Company and the Joint
Bookrunners may determine. Key staff and affiliates of the
Investment Manager have indicated to the Company that they intend
to subscribe for at least USD1.0 million in the Tap Issue.
By making an offer to subscribe for Tap Issue Shares under the
Tap Issue, investors will be deemed to have accepted the terms and
conditions of the Tap Issue contained in the Appendix. An investor
that has made an offer to subscribe for Tap Issue Shares under the
Tap Issue accepts that following the closing of the Tap Issue such
offer shall be irrevocable (subject to any statutory withdrawal
rights). Upon being notified of its allocation of Tap Issue Shares
in the Tap Issue, an investor shall be contractually committed to
acquire the number of Tap Issue Shares allocated to it at the Tap
Issue Price. Investors are invited to apply for Tap Issue Shares by
contacting their usual contact at Hudnall Capital or Singer Capital
Markets.
Application will be made to the London Stock Exchange for the
Tap Issue Shares to be admitted to the Specialist Fund Segment of
the London Stock Exchange's main market ("Admission"). It is
expected that Admission will become effective on or around 17
November 2021 and the Company will release a further announcement
in due course.
Expected Timetable
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.
Tap Issue opens 4 November 2021
Tap Issue closes 11 a.m. on 12 November
2021
Result of Tap Issue announced 12 November 2021
Admission 8.00 a.m. on 17 November
2021
Crediting of CREST stock accounts in 17 November 2021
respect of the Tap Issue Shares
For further information, please contact:
Tufton Investment Management Ltd (Investment
Manager)
Andrew Hampson
Paulo Almeida +44 (0) 20 7518 6700
Singer Capital Markets
James Maxwell, Alex Bond, James Fischer
(Investment Banking)
Alan Geeves, James Waterlow, Sam Greatrex
(Sales) +44 (0) 20 7496 3000
Hudnall Capital LLP
Andrew Cade +44 (0) 20 7520 9085
Appendix - Terms and conditions of the Tap Issue
INTRODUCTION
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE TAP
ISSUE.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION IN
IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S.
PERSONS OR, IN OR INTO THE UNITED STATES, THE EXCLUDED TERRITORIES
OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE TAP ISSUE FOR INVITED PLACEES
ONLY.
THE TAP ISSUE SHARES THAT ARE THE SUBJECT OF THE TAP ISSUE ARE
NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION,
OTHER THAN TO QUALIFIED INVESTORS, WHICH INCLUDES LEGAL ENTITIES
WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO
REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN
SECURITIES.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE TAP
ISSUE. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX ARE FOR INFORMATION PURPOSES ONLY
AND ARE DIRECTED ONLY AT: (A) QUALIFIED INVESTORS; (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL
WITHIN ARTICLE 19(5) OF THE ORDER, FALL WITHIN ARTICLE 49(2)(A) TO
(D) OF THE ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED AND (II) ARE A "PROFESSIONAL CLIENT" OR AN
"ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE
FCA'S CONDUCT OF BUSINESS SOURCEBOOK (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS
SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS APPIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. IF YOU
ARE IN ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD
CONSULT A PROFESSIONAL ADVISER FOR ADVICE.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN TAP ISSUE
SHARES. THE PRICE OF THE TAP ISSUE SHARES IN THE COMPANY AND THE
INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS
MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE TAP
ISSUE SHARES.
Placees will be deemed to have read and understood this
announcement and these terms and conditions in its entirety and to
be making such offer on the terms and conditions and to be
providing the representations, warranties, acknowledgements, and
undertakings contained in this Appendix. In particular, each such
Placee represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Tap Issue Shares that are allocated
to it for the purposes of its business;
2. in the case of any Tap Issue Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Tap Issue Shares acquired by it have
not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in the UK or any Member
State of the EEA which has implemented the Prospectus Directive
other than Qualified Investors or in circumstances in which the
prior consent of the Joint Bookrunners has been given to the offer
or resale; or (ii) where Tap Issue Shares have been acquired by it
on behalf of persons in the UK or any Member State of the EEA other
than Qualified Investors, the offer of those Tap Issue Shares to it
is not treated under the Prospectus Directive as having been made
to such persons; and
3. (i) (1) it is not a U.S. Person, (2) it is not located in the
United States, and (3) it is not acquiring the Tap Issue Shares for
the account or benefit of a U.S. Person; or (ii) it is a dealer or
other professional fiduciary in the United States acting for a
discretionary account (other than an estate or trust) held for the
benefit or account of a non U.S. person in reliance on Regulation
S.
The Company and the Joint Bookrunners will rely upon the truth
and accuracy of the foregoing representations, acknowledgements and
agreements.
This announcement (including this Appendix) does not constitute
an offer, and may not be used in connection with an offer, to sell
or issue or the solicitation of an offer to buy or subscribe for
Tap Issue Shares in any jurisdiction in which such offer or
solicitation is or may be unlawful. This announcement (including
this Appendix) and the information contained herein is not for
publication or distribution, directly or indirectly, to persons in
the United States, the Excluded Territories or in any jurisdiction
in which such publication or distribution is unlawful. Persons who
come into possession of this announcement are required by the
Company to inform themselves about and to observe any restrictions
of transfer of this announcement. No public offer of securities of
the Company is being made in the United Kingdom, the United States
or elsewhere.
In particular, the Tap Issue Shares referred to in this
announcement have not been and will not be registered under the
Securities Act or under any laws of, or with any securities
regulatory authority of, any state or other jurisdiction of the
United States, 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
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction in the United States, and under circumstances that
would not result in the Company being in violation of the U.S.
Investment Company Act. The Tap Issue Shares are only being offered
and sold outside the United States in offshore transactions to
persons who are not U.S. Persons in accordance with Regulation S
under the Securities Act.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Tap Issue Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of any of the Excluded Territories (other than offered to
professional investors in Ireland). Accordingly, the Tap Issue
Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the Excluded Territories or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the announcement of which it forms part should
seek appropriate advice before taking any action.
DEFINITIONS
For the purposes of this Appendix:
"Admission" means admission of the Tap Issue Shares to be issued
pursuant to the Tap Issue to the Specialist Fund Segment of the
London Stock Exchange's Main Market for listed securities
"AIFMD" means Directive 2011/61/EU of the European Parliament
and of the Council on Alternative Investment Fund Managers, as
amended
"CREST" means the computerised settlement system operated by
Euroclear UK and Ireland Limited which facilitates the transfer of
title to shares in uncertificated form
"EEA" means the European Economic Area
"ERISA" means the United States Employee Retirement Income
Security Act of 1974, as amended
"Excluded Territory" means Canada, Japan, Australia, the
Republic of South Africa, the U.S. and any member state of the EEA
and any jurisdiction where the extension or availability of the Tap
Issue (and any other transaction contemplated thereby) would breach
any applicable laws or regulations, and "Excluded Territories"
shall mean any of them
"FATCA" means the United States Foreign Account Tax Compliance
Act
"FCA" means the UK Financial Conduct Authority
"Investment Manager" means Tufton Investment Management Ltd
"Joint Bookrunners" means Singer Capital Markets Limited
(together with its affiliated entities) and Hudnall Capital LLP
"Libor" means the London Interbank Offered Rate, being the
average rate of interest that leading banks in London charge when
lending to other banks
"London Stock Exchange" means London Stock Exchange Plc
"Market Abuse Regulation" means the UK version on market abuse
which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended by the Market Abuse Regulation
(EU) No 596/2014
"Member State" means a sovereign state which is a member of the
European Union
"Official List" means the official list of the Financial Conduct
Authority
"Order" means the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended
"Placee" means a Relevant Person (including individuals, funds
or otherwise) by whom or on whose behalf a commitment to subscribe
for Tap Issue Shares has been given
"Prospectus Directive" means Directive 2003/71/EC as amended and
includes any relevant implementing measure in each Relevant Member
State
"PROD Sourcebook" means the Product Intervention and Product
Governance Sourcebook contained in the FCA's Handbook of Rules and
Guidance
"Regulation S" means Regulation S promulgated under the
Securities Act
"Regulatory Information Service" means a regulated information
service approved by the FCA and on the list of Regulatory
Information Services maintained by the FCA
"Relevant Member State" means each member state of the EEA that
has implemented the Prospectus Directive
"Securities Act" means the U.S. Securities Act of 1933, as
amended
"Tap Issue Share Price" means US$1.39 per new Ordinary Share
"Tap Issue Shares" means up to 28,057,140 new Ordinary Shares
issued under the Tap Issue
"U.S." or "United States" means the United States of America,
its states, territories and possessions, including the District of
Columbia
"U.S. Investment Company Act" means the U.S. Investment Company
Act of 1940, as amended
"U.S. Person" has the meaning given in Regulation S
DETAILS OF THE TAP ISSUE
The Joint Bookrunners will use their reasonable endeavours to
procure, as agents for the Company, subscribers for the Tap Issue
Shares at the Tap Issue Price.
The Company has given each of the Joint Bookrunners a customary
indemnity in respect of liabilities arising out of, or in
connection with, the Tap Issue.
The Joint Bookrunners (after consultation with the Company)
reserve the right to scale back the number of Tap Issue Shares to
be subscribed by any Placee. The Company and the Joint Bookrunners
also reserve the right not to accept offers to subscribe for Tap
Issue Shares or to accept such offer in part rather than in whole.
The Joint Bookrunners shall be entitled to effect the Tap Issue by
such method as they shall in their sole discretion determine. To
the fullest extent permissible by law, neither the Joint
Bookrunners nor any holding company of the Joint Bookrunners nor
any subsidiary branch or affiliate of the Joint Bookrunners (each
an affiliate) nor any person acting on behalf of any of the
foregoing shall have any liability to the Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In
particular, neither the Joint Bookrunners, nor any affiliate
thereof nor any person acting on their behalf shall have any
liability to Placees in respect of their conduct of the Tap
Issue.
Each Placee's obligations will be owed to the Company and to the
Joint Bookrunners. Following the confirmation referred to below in
the paragraph entitled "Participation in, and principal terms of,
the Tap Issue", each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Joint Bookrunners,
to pay to the Joint Bookrunners (or as the Joint Bookrunners may
direct) in cleared funds an amount equal to the product of the Tap
Issue Price and the number of Tap Issue Shares which such Placee
has agreed to acquire.
Each Placee agrees to indemnify on demand and hold each of the
Joint Bookrunners, the Company, and the Investment Manager and
their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
acknowledgments, undertakings, representations, warranties and
agreements set forth in these terms and conditions and any contract
note.
Further details of conditions in relation to the Tap Issue are
set out below in the paragraph entitled "Conditions of the Tap
Issue".
APPLICATION FOR ADMISSION TO TRADING
Application will be made to the FCA and the London Stock
Exchange for Admission. It is expected that settlement of any such
Tap Issue Shares and Admission will become effective on or around
8.00 a.m. on 17 November 2021 and that dealings in the Tap Issue
Shares will commence at that time.
PAYMENT FOR SHARES
Each Placee must pay the Tap Issue Price for the Tap Issue
Shares issued to the Placee in the manner and by the time directed
by the Joint Bookrunners. If any Placee fails to pay as so directed
and/or by the time directed, the relevant Placee's application for
Tap Issue Shares shall, at the Joint Bookrunners' discretion,
either be rejected or accepted in which case the paragraph below
entitled "Registration and Settlement" shall apply to such
application.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE TAP ISSUE
The Joint Bookrunners (whether through itself or any of their
affiliates) is arranging the Tap Issue as placing agent of the
Company for the purpose of using reasonable endeavours to procure
Placees at the Tap Issue Price for the Tap Issue Shares.
Participation in the Tap Issue will only be available to persons
who may lawfully be, and are, invited to participate by the Joint
Bookrunners. The Joint Bookrunners and their affiliates may
participate in the Tap Issue as principal.
By participating in the Tap Issue, Placees will be deemed to
have read and understood this announcement, including this
Appendix, in its entirety and to be participating and making an
offer for Tap Issue Shares on the terms and conditions, and to be
providing the representations, warranties, acknowledgements,
agreements and undertakings contained in this Appendix.
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Tap Issue. No commissions
will be paid to Placees or by Placees in respect of any Tap Issue
Shares.
The number of Tap Issue Shares to be issued will be agreed
between the Joint Bookrunners, the Company and the Investment
Manager following completion of the book building process in
respect of the Tap Issue (the "Book Build"). The number of Tap
Issue Shares will be announced on a Regulatory Information Service
following completion of the Book Build.
Each Placee's allocation will be confirmed to Placees orally or
by email by the Joint Bookrunners, and a trade confirmation or
contract note will be dispatched as soon as possible thereafter.
The oral or email confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will
at that point become a Placee) in favour of the Joint Bookrunners
and the Company, under which it agrees to acquire the number of Tap
Issue Shares allocated to it at the Tap Issue Price on the terms
and conditions set out in this Appendix and in accordance with the
articles of association of the Company.
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.
Irrespective of the time at which a Placee's allocation pursuant
to the Tap Issue is confirmed, settlement for all Tap Issue Shares
to be acquired pursuant to the Tap Issue will be required to be
made at the same time, on the basis explained below under the
paragraph entitled "Registration and Settlement".
All obligations under the Tap Issue will be subject to
fulfilment or (where applicable) waiver of, amongst other things,
the conditions referred to below and to the Tap Issue not being
terminated on the basis referred to below.
By participating in the Tap Issue, each Placee will agree that
its rights and obligations in respect of the Tap Issue will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
To the fullest extent permissible by law, none of the Company,
the Joint Bookrunners or any of their respective affiliates shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise under these terms and
conditions). In particular, none of the Company, the Joint
Bookrunners or any of their respective affiliates shall have any
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunners's conduct of
the Tap Issue. Each Placee acknowledges and agrees that the Company
is responsible for the allotment of the Tap Issue Shares to the
Placees and the Joint Bookrunners shall have no liability to the
Placees for the failure of the Company to fulfil those
obligations.
CONDITIONS OF THE TAP ISSUE
The Joint Bookrunners' obligations in respect of the Tap Issue
Shares are conditional on, inter alia:
1. the Company allotting, subject only to Admission, the Tap Issue Shares; and
2. Admission taking place not later than 8.00 a.m. on 17 December 2021.
If any of the above conditions in relation to the Tap Issue
Shares are not fulfilled or waived by the Joint Bookrunners by the
respective time or date where specified (or such later time or date
as the Company and the Joint Bookrunners may agree not being later
than 8.00 a.m. on 17 December
2021 (the "Final Date")), the Tap Issue in relation to the Tap
Issue Shares will lapse and the Placee's rights and obligations
hereunder in relation to the Tap Issue Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof.
Subject to certain exceptions, the Joint Bookrunners may, at
their absolute discretion and upon such terms as it thinks fit,
waive, or extend the period (up to the Final Date) for compliance
by the Company with the whole or any part of any of the Company's
obligations in relation to the Tap Issue. Any such extension or
waiver will not affect Placees' commitments as set out in this
announcement.
Neither the Joint Bookrunners 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 they
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 Tap Issue nor for
any decision they may make as to the satisfaction of any condition
or in respect of the Tap Issue generally and by participating in
the Tap Issue each Placee agrees that any such decision is within
the absolute discretion of the Joint Bookrunners.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and
will not be subject to termination by the Placee or any prospective
Placee at any time or in any circumstances. By participating in the
Tap Issue, Placees agree that the exercise by the Joint Bookrunners
of any right of termination or other discretion shall be within the
absolute discretion of the Joint Bookrunners, and that it need not
make any reference to Placees and that it shall have no liability
to Placees whatsoever in connection with any such exercise or
decision not to exercise. Placees will have no rights against the
Joint Bookrunners, the Company or any of their respective directors
or employees pursuant to the Contracts (Rights of Third Parties)
Act 1999 (as amended).
NO PROSPECTUS
The Tap Issue Shares are being offered to Relevant Persons only
and will not be offered in such a way as to require a prospectus in
the United Kingdom or elsewhere. No offering document or prospectus
has been or will be submitted to be approved by the FCA in relation
to the Tap Issue and Placees' commitments will be made solely on
the basis of the information contained in this announcement
(including this Appendix) and certain business and financial
information the Company is required to publish in accordance with
the rules and practices of the FCA (collectively "Exchange
Information").
Each Placee, by accepting a participation in the Tap Issue,
agrees that the content of this announcement, including this
Appendix, is exclusively the responsibility of the Company and
confirms that it has not relied on any other information (other
than the Exchange Information), representation, warranty, or
statement made by or on behalf of the Company or the Joint
Bookrunners or any other person and neither the Joint Bookrunners
nor the Company nor the Investment Manager nor any other person
will be liable for any Placee's decision to participate in the Tap
Issue based on any other information, representation, warranty or
statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Tap Issue. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Tap Issue Shares (ISIN:
GG00BDFC1649) following Admission will take place within CREST
provided that, subject to certain exceptions, the Joint Bookrunners
reserve the right to require settlement for, and delivery of, the
Tap Issue Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction
Each Placee allocated Tap Issue Shares in the Tap Issue will be
sent a trade confirmation or contract note stating the number of
Tap Issue Shares allocated to it at the Tap Issue Price, the
aggregate amount owed by such Placee to the Joint Bookrunners (as
agent for the Company) and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the CREST or
certificated settlement instructions that it has in place with the
Joint Bookrunners.
It is expected that settlement in respect of the Tap Issue
Shares will be on or around 17 November 2021 on a T+2 basis in
accordance with the instructions set out in the trade
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above Libor as
determined by the Joint Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Tap Issue Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for the Joint Bookrunners's account
and benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. Any
excess proceeds will pass to the relevant Placee at its risk. The
relevant Placee will, however, remain liable and shall indemnify
the Joint Bookrunners on demand for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax or securities transfer tax (together
with any interest or penalties) which may arise upon the sale of
such Tap Issue Shares on such Placee's behalf. By communicating a
bid for Tap Issue Shares, each Placee confers on the Joint
Bookrunners all such authorities and powers necessary to carry out
any such sale and agrees to ratify and confirm all actions which
the Joint Bookrunners lawfully take in pursuance of such sale.
If Tap Issue Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Tap Issue 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
Tap Issue Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or stamp duty
reserve tax or securities transfer tax. Placees will not be
entitled to receive any fee or commission in connection with the
Tap Issue.
REPRESENTATIONS, WARRANTIES AND FURTHER TERMS
By participating in the Tap Issue, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and the Joint
Bookrunners, namely that, each Placee (and any person acting on
such Placee's behalf):
1. represents and warrants that it has read and understood this
announcement, including this Appendix, in its entirety and that its
subscription of Tap Issue Shares is subject to, and based upon, all
the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this announcement (including this Appendix);
2. acknowledges that no offering document or prospectus has been
prepared in connection with the Tap Issue of the Tap Issue Shares
and represents and warrants that it has not received a prospectus
or other offering document in connection therewith;
3. acknowledges that the Tap Issue Shares are listed on the
Specialist Fund Segment of the London Stock Exchange's main market,
and the Company is therefore required to publish certain business
and financial information in accordance with the rules and
practices of the FCA or in accordance with the Company's voluntary
compliance with the FCA's Listing Rules (collectively the "Exchange
Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account and that the Placee is able to obtain or
access such information without undue difficulty, and is able to
obtain access to such information or comparable information
concerning any other publicly traded company, without undue
difficulty;
4. acknowledges that none of the Joint Bookrunners, the Company,
the Investment Manager, any of their respective affiliates or any
person acting on behalf of any of them has provided it, and will
not provide it, with any material regarding the Tap Issue Shares or
the Company other than this announcement (including this Appendix);
nor has it requested any of the Joint Bookrunners, the Company, the
Investment Manager their respective affiliates or any person acting
on behalf of any of them to provide it with any such
information;
5. acknowledges that the content of this announcement (including
this Appendix) is exclusively the responsibility of the Company,
and that none of the Joint Bookrunners, their affiliates or any
person acting on their behalf has or shall have any liability for
any information, representation or statement contained in this
announcement (including this Appendix) or any information
previously or concurrently published by or on behalf of the Company
(including any Exchange Information), and will not be liable for
any Placee's decision to participate in the Tap Issue based on any
information, representation or statement contained in this
announcement (including this Appendix) or otherwise. Each Placee
further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Tap Issue Shares is contained
in this announcement (including this Appendix) and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Tap Issue Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by the
Joint Bookrunners, the Company or the Investment Manager or any of
their respective directors, officers or employees or any person
acting on behalf of any of them (including with respect to the
Company, the Tap Issue, the Tap Issue Shares or the accuracy,
completeness or adequacy of any publicly available information),
or, if received, it has not relied upon any such information,
representations, warranties or statements, and none of the Joint
Bookrunners, the Company or the Investment Manager will be liable
for any Placee's decision to accept an invitation to participate in
the Tap Issue based on any other information, representation,
warranty or statement. Each Placee further acknowledges and agrees
that it may not place the same degree of reliance on this
announcement as it may otherwise place on a prospectus or admission
document. Each Placee further acknowledges and agrees that it has
relied solely on its own investigation of the business, financial
or other position of the Company and the terms of the Tap Issue in
deciding to participate in the Tap Issue and it will not rely on
any investigation that the Joint Bookrunners, their affiliates or
any other person acting on its or their behalf has or may have
conducted;
6. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting this invitation to participate in the Tap
Issue;
7. acknowledges that the Joint Bookrunners do not have any
duties or responsibilities to it, or its clients, similar or
comparable to the duties of "best execution" and "suitability"
imposed by the Conduct of Business Sourcebook in the FCA's Handbook
of Rules and Guidance and that the Joint Bookrunners are not acting
for it or its clients and that the Joint Bookrunners will not be
responsible for providing protections to it or its clients;
8. acknowledges that none of the Joint Bookrunners, any of their
affiliates or any person acting on behalf of them has or shall have
any liability for any publicly available or filed information
(including any Exchange Information) or any representation relating
to the Company, provided that nothing in this paragraph excludes
the liability of any person for fraudulent misrepresentation made
by that person;
9. that, save in the event of fraud on the part of the Joint
Bookrunners (and to the extent permitted by the FCA), neither the
Joint Bookrunners, their ultimate holding companies nor any direct
or indirect subsidiary undertakings of that holding company, nor
any of their respective directors and employees shall be liable to
Placees for any matter arising out of the Joint Bookrunners' role
as placing agent or otherwise in connection with the Tap Issue and
that where any such liability nevertheless arises as a matter of
law, Placees will immediately waive any claim against any of such
persons which it may have in respect thereof;
10. represents and warrants that a) (i) it is not in the United
States; (ii) it is not a U.S. Person; and (iii) it is not acting
for the account or benefit of a U.S. Person or b) it is a dealer or
other professional fiduciary in the United States acting for a
discretionary account (other than an estate or trust) held for the
benefit or account of a non U.S. Person in reliance on Regulation
S;
11. acknowledges that the Tap Issue Shares are only being
offered and sold outside the United States in offshore transactions
to persons who are not U.S. Persons pursuant to Regulation S under
the Securities Act, and the Tap Issue Shares have not been and will
not be registered under the Securities Act or under any laws of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States and that the Company will not be
registered under the U.S. Investment Company Act and Placees will
not be entitled to the benefits of regulation under that act, and
agrees not to reoffer, resell, pledge, transfer or deliver any Tap
Issue Shares, directly or indirectly, in the United States or to,
or for the account or benefit of, U.S. Persons, except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction in the United States;
12. unless otherwise specifically agreed in writing with the
Joint Bookrunners, represent and warrant that neither they nor the
beneficial owner of such Tap Issue Shares will be a resident of
Excluded Territories;
13. acknowledges that the Tap Issue Shares have not been and
will not be registered under the securities legislation of Excluded
Territories and, subject to certain exceptions, may not be offered,
sold, taken up, renounced or delivered or transferred, directly or
indirectly, within those jurisdictions;
14. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Tap Issue Shares
will not give rise to a liability under any of sections 67, 70, 93
or 96 of the Finance Act 1986 (depositary receipts and clearance
services) and that the Tap Issue Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Tap Issue Shares into a clearance system;
15. represents and warrants that: (i) it has complied with and
will continue to comply with its obligations under the Market Abuse
Regulation, Criminal Justice Act 1993 and Part VIII of the
Financial Services and Markets Act 2000, as amended ("FSMA") and
other applicable law; (ii) in connection with money laundering and
terrorist financing, it has complied with its obligations under the
Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended), and other applicable law, the Terrorism Act 2006, the
Money Laundering Regulations 2007 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) 2017 Regulations, and any other applicable law (where all
such legislation listed under this (ii) shall together be referred
to as the "AML Legislation"); and (iii) it is not a person: (1)
with whom transactions are prohibited under the Foreign Corrupt
Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the Treasury; (2)
named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (3) subject to
financial sanctions imposed pursuant to a regulation of the EU (to
the extent incorporated into English law) or a regulation adopted
by the United Nations (together, the "Regulations"); and, if making
payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the
third party as required by the Regulations and pursuant to the AML
Legislation and has obtained all governmental and other consents
(if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the
Joint Bookrunners or the Company such evidence, if any, as to the
identity or location or legal status of any person (including in
relation to the beneficial ownership of any underlying investor)
which the Joint Bookrunners or the Company may request from it in
connection with the Tap Issue (for the purpose of complying with
such Regulations or ascertaining the nationality of any person or
the jurisdiction(s) to which any person is subject or otherwise or
any other information as may be required to comply with legal or
regulatory requirements (including in particular under the AML
Legislation)) in the form and manner requested by the Joint
Bookrunners or the Company on the basis that any failure by it to
do so may result in the number of Tap Issue Shares that are to be
purchased by it or at its direction pursuant to the Tap Issue being
reduced to such number, or to nil, as the Joint Bookrunners may
decide at their sole discretion;
16. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Tap Issue Shares purchased by it in the Tap Issue will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
Member State of the EEA which has implemented the Prospectus
Directive other than Qualified Investors, or in circumstances in
which the prior consent of the Joint Bookrunners has been given to
the offer or resale;
17. represents and warrants that it has not offered or sold and
will not offer or sell any Tap Issue Shares to persons in the EEA
or the UK prior to Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the EEA or the UK;
18. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) relating to
the Tap Issue Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
19. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA and the Financial
Services Act 2012 with respect to anything done by it in relation
to the Tap Issue Shares in, from or otherwise involving, the United
Kingdom;
20. if in a Member State of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners in writing,
represents and warrants that it is a Qualified Investor within the
meaning of the Prospectus Directive and that it is a person to whom
Tap Issue Shares may lawfully be marketed to under any applicable
legislation implementing the AIFMD;
21. if in the United Kingdom, represents and warrants that it is
a person who: (i) falls with Articles 49(2)(A) to (D) or 19(5) of
the Order or it is a person to whom the Tap Issue Shares may
otherwise be lawfully offered under such Order 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, it is a person to whom the Tap Issue Shares may be lawfully
offered under that other jurisdiction's laws and regulations; and
(ii) is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook;
22. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Tap Issue Shares under the laws
of all relevant jurisdictions and that it has all necessary
capacity and has obtained all necessary consents and authorities
and taken any other necessary actions to enable it to commit to
this participation in the Tap Issue and to perform its obligations
in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
announcement (including this Appendix)) and will honour such
obligations;
23. where it is acquiring Tap Issue Shares for one or more
managed accounts, represents and warrants that it is authorised in
writing by each managed account: (i) to acquire the Tap Issue
Shares for each managed account; (ii) to make on its behalf the
representations, warranties, acknowledgements, undertakings and
agreements in this Appendix and the Announcement of which it forms
part; and (iii) to receive on its behalf any investment letter
relating to the Tap Issue in the form provided to it by the Joint
Bookrunners;
24. undertakes that it (and any person acting on its behalf)
will make payment for the Tap Issue Shares allocated to it in
accordance with this announcement (including this Appendix) on the
due time and date set out herein, failing which the relevant Tap
Issue Shares may be placed with other subscribers or sold as the
Joint Bookrunners may in their sole discretion determine and
without liability to such Placee and it will remain liable and will
indemnify the Joint Bookrunners on demand for any shortfall below
the net proceeds of such sale and the Tap Issue proceeds of such
Tap Issue Shares and may be required to bear the liability for any
stamp duty or stamp duty reserve tax or security transfer tax
(together with any interest or penalties due pursuant to or
referred to in these terms and conditions) which may arise upon the
Tap Issue or sale of such Placee's Tap Issue Shares on its
behalf;
25. acknowledges that none of the Joint Bookrunners, any of
their affiliates, or any person acting on behalf of any of them, is
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Tap Issue and that participation in the Tap Issue is on
the basis that it is not and will not be treated for these purposes
as a client of the Joint Bookrunners and that the Joint Bookrunners
have no duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or
for providing advice in relation to the Tap Issue;
26. undertakes that the person whom it specifies for
registration as holder of the Tap Issue Shares will be (i) itself;
or (ii) its nominee, as the case may be. Neither the Joint
Bookrunners nor the Company will be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in the Tap Issue and it
agrees to indemnify the Company and the Joint Bookrunners in
respect of the same on the basis that the Tap Issue Shares will be
issued to the CREST stock account of the Joint Bookrunners who will
hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;
27. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreement shall be governed by and construed
in accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter (including non-contractual matters)
arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Tap Issue Shares (together with any interest chargeable thereon)
may be taken by the Company or the Joint Bookrunners in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
28. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
29. agrees that the Company, the Joint Bookrunners and their
respective affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Joint
Bookrunners on their own behalf and on behalf of the Company and
are irrevocable and are irrevocably authorised to produce this
announcement or a copy thereof to any interested party in any
administrative or legal proceeding or official inquiry with respect
to the matters covered hereby;
30. agrees to indemnify on an after-tax basis and hold the
Company, 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 or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the provisions of this Appendix shall survive
after completion of the Tap Issue;
31. acknowledges that no action has been or will be taken by any
of the Company, the Joint Bookrunners or any person acting on
behalf of the Company or the Joint Bookrunners that would, or is
intended to, permit a public offer of the Tap Issue Shares in any
country or jurisdiction where any such action for that purpose is
required;
32. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Tap Issue Shares. It further acknowledges that
it is experienced in investing in securities of this nature and in
this sector and is aware that it may be required to bear, and it,
and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in
connection with the Tap Issue. It has relied upon its own
examination and due diligence of the Company and its associates
taken as a whole, and the terms of the Tap Issue, including the
merits and risks involved;
33. acknowledges that its commitment to subscribe for Tap Issue
Shares on the terms set out herein and in the trade confirmation or
contract note will continue, notwithstanding any amendment that may
in the future be made to the terms of the Tap Issue and that
Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's conduct of the
Tap Issue;
34. acknowledges that the Joint Bookrunners or any of their
affiliates acting as an investor for their own account may take up
shares in the Company and in that capacity may retain, purchase or
sell for its own account such shares and may offer or sell such
shares other than in connection with the Tap Issue;
35. represents and warrants that, if it is a pension fund or
investment company, its purchase of Tap Issue Shares is in full
compliance with all applicable laws and regulation;
36. represents and warrants that unless the Company expressly
consents otherwise in writing, no portion of the assets used to
purchase, and no portion of the assets used to hold, the Tap Issue
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 a Placee is 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 U.S. Tax Code, its purchase, holding, and
disposition of the Tap Issue Shares must not constitute or result
in a non-exempt violation of any such substantially similar
law;
37. acknowledges that the Company reserves the right to make
inquiries of any holder of the Tap Issue Shares or interests
therein at any time as to such person's status under US 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 US securities laws to transfer such
Tap Issue Shares or interests in accordance with the articles of
association of the Company;
38. acknowledges and understands that the Company is required to
comply with FATCA and agrees to furnish any information and
documents the Company may from time to time request, including but
not limited to information required under FATCA; and
39. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the announcement, including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to the Joint
Bookrunners and the Company and are irrevocable and shall not be
capable of termination in any circumstances.
The agreement to settle a Placee's subscription (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 Tap Issue Shares in question. Such
agreement assumes that the Tap Issue Shares are not being
subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Tap Issue Shares into a clearance
service. If there are any such arrangements, or the settlement
relates to any other subsequent dealing in the Tap Issue Shares,
stamp duty or stamp duty reserve tax may be payable, for which
neither the Company nor 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 Tap Issue as an agent or
nominee) the allocation, issue, allotment or delivery of Tap Issue
Shares has given rise to such UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Joint Bookrunners in the event that
any of the Company and/or 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
Tap Issue Shares or the agreement by them to subscribe for any Tap
Issue Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities given to the Joint
Bookrunners by the Company in connection with the Tap Issue.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Joint Bookrunners or any of their
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Tap Issue Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Bookrunners, any money held in an account
with the Joint Bookrunners on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA
made under the FSMA. The Placee acknowledges that the money will
not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from the
Joint Bookrunners's money in accordance with the client money rules
and will be used by the Joint Bookrunners in the course of their
own business and the Placee will rank only as a general creditor of
the Joint Bookrunners.
All times and dates in this announcement (including this
Appendix) may be subject to amendment, and Placees' commitments,
representations and warranties are not conditional on any of the
expected times and dates in this announcement (including this
Appendix) being achieved. The Joint Bookrunners shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
Past performance is no guide to future performance and persons
needing advice should consult an appropriately qualified
independent financial adviser.
The Joint Bookrunners are entitled, at their discretion and out
of their own resources, at any time to rebate to some or all of
their investors, or to other parties (including the Investment
Manager), part or all of their fees relating to the Tap Issue.
MISCELLANEOUS
Solely for the purposes of the product governance requirements
contained within PROD 3 of the PROD Sourcebook (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Tap
Issue Shares have been subject to a product approval process, which
has determined that the Tap Issue 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 COB 3.5 and 3.6 of the FCA's Conduct of Business
Sourcebook; and (ii) eligible for distribution through all
distribution channels as are permitted by the Product Governance
Requirements (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, Placees should note that: the price of
the Tap Issue Shares may decline and investors could lose all or
part of their investment; the Tap Issue Shares offer no guaranteed
income and no capital protection; and an investment in the Tap
Issue 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 Tap Issue.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of the FCA's Conduct of Business
Sourcebook; 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 Tap Issue Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Tap Issue Shares and
determining appropriate distribution channels.
The content of this announcement has been prepared by, and is
the sole responsibility of Tufton Oceanic Assets Limited.
The information contained in this announcement is given at the
date of its publication (unless otherwise marked) and is subject to
updating, revision and amendment from time to time. Neither the
content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms
part of, this announcement.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock
Exchange or applicable law, the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
Singer Capital Markets Limited (together with its affiliated
entities)("Singer Capital Markets"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and no-one else in connection with the potential
equity issue. Singer Capital Markets will not regard any other
person as its client in relation to the potential issue and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients, nor for providing advice
in relation to the potential issue, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
Hudnall Capital LLP ("Hudnall Capital"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and no-one else in connection with the potential
equity issue. Hudnall Capital will not regard any other person as
its client in relation to the potential issue and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in
relation to the potential issue, the contents of this announcement
or any transaction, arrangement or other matter referred to
herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed by FSMA or the regulatory regime established
thereunder, none of the Company, the Investment Manager or the
Joint Bookrunners, or any of their respective directors, officers,
employees, advisers, affiliates or agents, accepts any
responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or for any loss howsoever
arising from any use of the announcement or its contents. The
Company, the Investment Manager and the Joint Bookrunners, and
their respective directors, officers, employees, advisers,
affiliates or agents, accordingly disclaim all and any liability
whether arising in tort, contract or otherwise which they might
otherwise have in respect of this announcement or its contents or
otherwise arising in connection therewith.
If and when an EU instrument is incorporated into the laws of
the United Kingdom, a reference to that EU instrument in this
announcement (including this Appendix) shall, except where the
context requires otherwise, mean the EU instrument as so
incorporated and any enactment, statutory provision or subordinate
regulation that from time to time (with or without modifications)
re-enacts, replaces or consolidates it for the purposes of the laws
of the United Kingdom.
Data Protection
The processing of a Placee's personal data by the Company will
be carried out in compliance with the applicable data protection
legislation and with its Privacy Notice, a copy of which can be
found on the Company's website www.tuftonoceanicassets.com .
Each Placee acknowledges that it has read and understood the
processing activities carried out by the Company as informed in the
referred Privacy Notice.
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IOEEANFDEDAFFFA
(END) Dow Jones Newswires
November 04, 2021 03:00 ET (07:00 GMT)
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