TIDMSONG
RNS Number : 1522K
Hipgnosis Songs Fund Limited
27 August 2019
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
(OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH
THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD
BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTE"
TOWARDS THE OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 ("MAR").
27 August 2019
Hipgnosis Songs Fund Limited ("Hipgnosis" or the "Company")
Proposed Placing of Ordinary Shares
On 14 August 2019, Hipgnosis announced that it had fully
committed its available capital resources to investment
opportunities and that it was therefore contemplating an equity
raise to finance its growing near-term pipeline of
opportunities.
Accordingly, the Company today announces a placing of new
ordinary shares (the "Placing") at a price of 105.5 pence per
Ordinary Share (the "Placing Price").
The Placing Price represents a premium of 0.5% to the closing
price of 105 pence on 23 August 2019 and a premium of 2.2% to the
Company's last published Operative NAV of 103.27 pence per Ordinary
Share (as at 31 March 2019).
The Company will use the net proceeds of the Placing to fund
investments in line with its investment policy and to create
further value for its shareholders.
Proposed Placing
The Placing will take place through the Company's broker, N+1
Singer Advisory LLP ("N+1 Singer").
Hipgnosis will issue up to 68,185,359 new Ordinary Shares
pursuant to the Placing (the "Placing Shares"), representing
approximately 20 per cent. of the existing issued share capital of
the Company.
When issued, the Placing Shares will rank pari passu with the
existing Ordinary Shares in issue.
The Placing shall commence immediately following this
announcement and will be closed at the discretion of the Company
and N+1 Singer. The final number of new Ordinary Shares will be
agreed between the Company and N+1 Singer following close of the
Placing, and announced shortly thereafter.
N+1 Singer may choose to accept applications, either in whole or
in part, on the basis of allocations determined in agreement with
the Company, and may scale back any applications for this purpose
on such basis as the Company and N+1 Singer may determine. N+1
Singer may also, notwithstanding the above and subject to the prior
consent of the Company: (i) allocate new Ordinary Shares after the
time of any initial allocation to any person submitting an
application after that time, and (ii) allocate new Ordinary Shares
after the Placing has closed to any person submitting an
application after that time. The Company's Board, in consultation
with the N+1 Singer, may also decide not to proceed with the
Placing for any reason. In this case, an announcement will be made
by the Company. Application will be made to the London Stock
Exchange for any new Ordinary Shares issued pursuant to the Placing
to be admitted to the Specialist Fund Segment of the London Stock
Exchange's main market ("Admission"). The date Admission will
become effective, and that dealings in the new Ordinary Shares will
commence, will be agreed between the Company and N+1 Singer
following close of the Placing, and announced shortly thereafter,
but in any event will not be later than 6 September 2019.
The Placing will be made on a non-pre-emptive basis. The Placing
is conditional upon, inter alia, Admission becoming effective.
The Placing is being made pursuant to the terms and conditions
set out in in the Appendix to this announcement. Investors are
invited to apply for new Ordinary Shares pursuant to the Placing by
contacting their usual contact at N+1 Singer.
This announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing and further information relating to the Placing and any
participation in the Placing that is described in the Appendix to
this announcement (which forms part of this announcement).
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this announcement in its
entirety (including the Appendix), and to be making such offer on
the terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.
For further information, please contact: Tel: +44 (0)1481 742742
The Family (Music) Limited
Merck Mercuriadis
N+1 Singer Tel: +44 (0)20 7496
James Maxwell / James Moat (Corporate 3000
Finance)
Alan Geeves / James Waterlow / Sam Greatrex
(Sales)
The Outside Organisation Tel: +44 (0)7711 081
Alan Edwards / Nick Caley 843
NOTES TO EDITORS
About Hipgnosis Songs Fund Limited
(www.hipgnosissongs.com)
Hipgnosis, which was founded by Merck Mercuriadis, is a Guernsey
registered investment company established to offer investors a
pure-play exposure to songs and associated musical intellectual
property rights. In its Initial Public Offering on the Specialist
Fund Segment of the London Stock Exchange's main market on 11 July
2018, the Company raised approximately GBP200m gross equity
capital. In its Subsequent Placing under its Placing Programme on
12 April 2019, the Company raised approximately GBP140m of further
equity capital.
About The Family (Music) Limited
The Company's Investment Adviser is The Family (Music) Limited,
which was founded by Merck Mercuriadis, former manager of globally
successful recording artists, such as Elton John, Guns N' Roses,
Morrissey, Iron Maiden and Beyoncé, and hit songwriters such as
Diane Warren, Justin Tranter and The-Dream, and former CEO of The
Sanctuary Group plc. The Investment Adviser has assembled an
Advisory Board of highly successful music industry experts which
include award winning members of the artist, songwriter,
publishing, legal, financial, recorded music and music management
communities, all with in-depth knowledge of music publishing.
Members of The Family (Music) Limited Advisory Board include Nile
Rodgers, The-Dream, Giorgio Tuinfort, Starrah, Nick Jarjour, David
Stewart, Bill Leibowitz, Ian Montone, and Jason Flom.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
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 PLACING FOR INVITED PLACEES
ONLY.
THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING 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
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN 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 PLACING
SHARES. THE PRICE OF THE PLACING 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
PLACING 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 Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of
the Prospectus Regulation, (i) the Placing 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 any member
state of the EEA to which the Prospectus Regulation applies other
than Qualified Investors or in circumstances in which the prior
consent of N+1 Singer has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA to which the Prospectus
Regulation applies other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the Prospectus
Regulation as having been made to such persons; 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 Placing 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 N+1 Singer 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
Placing 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 Placing 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 Placing 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 Placing 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 Placing 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 USED IN THIS ANNOUNCEMENT
For the purposes of this Appendix:
"Admission" means admission of the Placing Shares to be issued
pursuant to trading on the main market of the London Stock Exchange
(Specialist Fund Segment)
"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, New
Zealand, the Republic of South Africa, the U.S. and any member
state of the EEA (other than the United Kingdom) and any
jurisdiction where the extension or availability of the Placing
(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 Adviser" means The Family (Music) Limited of
Lansdowne House, 1b Lansdowne Road, Holland Park, London W11 3LP,
United Kingdom
"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
"MAR" means the Market Abuse Regulation (EU) No. 596/2014
"Member State" means a sovereign state which is a member of the
European Union
"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 Placing Shares has been given
"Prospectus Regulation" means regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 as
amended
"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
"Securities Act" means the U.S. Securities Act of 1933, as
amended
"Placing Price" means 105.5 pence per Placing Share
"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 PLACING
N+1 Singer will use its reasonable endeavours to procure, as
agent for the Company, subscribers for the Placing Shares at the
Placing Price.
The Company has given N+1 Singer a customary indemnity in
respect of liabilities arising out of, or in connection with, the
Placing.
N+1 Singer (after consultation with the Company) reserves the
right to scale back the number of Placing Shares to be subscribed
by any Placee. The Company and N+1 Singer also reserve the right
not to accept offers to subscribe for Placing Shares or to accept
such offer in part rather than in whole. N+1 Singer shall be
entitled to effect the Placing by such method as they shall in
their sole discretion determine. To the fullest extent permissible
by law, neither N+1 Singer nor any holding company of N+1 Singer
nor any subsidiary branch or affiliate of N+1 Singer (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 N+1 Singer, nor any affiliate thereof nor any person acting
on their behalf shall have any liability to Placees in respect of
their conduct of the Placing.
Each Placee's obligations will be owed to the Company and to N+1
Singer. Following the confirmation referred to below in the
paragraph entitled "Participation in, and principal terms of, the
Placing", each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to N+1 Singer, to pay to
N+1 Singer (or as N+1 Singer may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing
Shares which such Placee has agreed to acquire.
Each Placee agrees to indemnify on demand and hold each of N+1
Singer, the Company and the Investment Adviser 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 Placing are set
out below in the paragraph entitled "Conditions of the
Placing".
APPLICATION FOR ADMISSION TO TRADING
Application will be made to the London Stock Exchange for
Admission.
PAYMENT FOR SHARES
Each Placee must pay the Placing Price for the Placing Shares
issued to the Placee in the manner and by the time directed by N+1
Singer. If any Placee fails to pay as so directed and/or by the
time directed, the relevant Placee's application for Placing Shares
shall at N+1 Singer's 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 PLACING
N+1 Singer (whether through itself or any of its affiliates) is
arranging the Placing as placing agent of the Company for the
purpose of using reasonable endeavours to procure Placees at the
Placing Price for the Placing Shares.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by N+1 Singer.
N+1 Singer and its affiliates may participate in the Placing as
principal.
By participating in the Placing, 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
Placing 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 Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
The number of Placing Shares to be issued will be agreed between
N+1 Singer, the Company and the Investment Adviser following
completion of the book building process in respect of the Placing
(the "Book Build"). The number of Placing 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 N+1 Singer, 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 N+1 Singer and the Company, under
which it agrees to acquire the number of Placing Shares allocated
to it at the Placing 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 N+1 Singer 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 Placing is confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing 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 Placing will be subject to fulfilment
or (where applicable) waiver of, amongst other things, the
conditions referred to below and to the Placing not being
terminated on the basis referred to below.
By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
To the fullest extent permissible by law, none of the Company,
N+1 Singer 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, N+1 Singer or any of their
respective affiliates shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of N+1 Singer's conduct of the Placing. Each Placee acknowledges
and agrees that the Company is responsible for the allotment of the
Placing Shares to the Placees and N+1 Singer shall have no
liability to the Placees for the failure of the Company to fulfil
those obligations.
CONDITIONS OF THE PLACING
N+1 Singer's obligations in respect of the Placing Shares are
conditional on, inter alia:
1. the Company allotting, subject only to Admission, the Placing Shares; and
2. Admission taking place not later than 8.00 a.m. on 23 September 2019.
If any of the above conditions in relation to the Placing Shares
are not fulfilled or waived by N+1 Singer by the respective time or
date where specified (or such later time or date as the Company and
N+1 Singer may agree not being later than 8.00 a.m. on 23 September
2019 (the "Final Date")), the Placing in relation to the Placing
Shares will lapse and the Placee's rights and obligations hereunder
in relation to the Placing 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, N+1 Singer may, at its 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 Placing. Any such extension or waiver will not
affect Placees' commitments as set out in this announcement.
Neither N+1 Singer 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 Placing nor for any decision
they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute
discretion of N+1 Singer.
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
Placing, Placees agree that the exercise by N+1 Singer of any right
of termination or other discretion shall be within the absolute
discretion of N+1 Singer, 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 N+1 Singer, 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 Placing 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 Placing 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 (to the extent relevant), the London Stock
Exchange and MAR (collectively "Exchange Information").
Each Placee, by accepting a participation in the Placing, 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 N+1 Singer or any other person and neither
N+1 Singer nor the Company nor the Investment Adviser nor any other
person will be liable for any Placee's decision to participate in
the Placing 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 Placing. Nothing
in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Placing Shares (ISIN:
GB00BFYT9H72) following Admission will take place within CREST
provided that, subject to certain exceptions, N+1 Singer reserves
the right to require settlement for, and delivery of, the Placing
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 Placing Shares in the Placing will be sent
a trade confirmation or contract note stating the number of Placing
Shares allocated to it at the Placing Price, the aggregate amount
owed by such Placee to N+1 Singer (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 N+1 Singer.
It is expected that settlement in respect of the Placing Shares
will be 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 N+1 Singer.
Each Placee is deemed to agree that, if it does not comply with
these obligations, N+1 Singer may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for N+1 Singer'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 N+1 Singer 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 Placing Shares on such Placee's behalf.
By communicating a bid for Placing Shares, each Placee confers on
N+1 Singer all such authorities and powers necessary to carry out
any such sale and agrees to ratify and confirm all actions which
N+1 Singer lawfully takes in pursuance of such
sale.
If Placing 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 Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
REPRESENTATIONS, WARRANTIES AND FURTHER TERMS
By participating in the Placing, 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 N+1 Singer ,
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 Placing 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 Placing of the Placing Shares and
represents and warrants that it has not received a prospectus or
other offering document in connection therewith;
3. acknowledges that the Placing Shares are admitted to trading
on the main market of the London Stock Exchange (Specialist Fund
Segment) and the Company is therefore required to publish certain
business and financial information in accordance with the rules and
practices of the FCA (to the extent relevant), the London Stock
Exchange and MAR (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 N+1 Singer, the Company, the
Investment Adviser 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 Placing Shares or the
Company other than this announcement (including this Appendix); nor
has it requested any of N+1 Singer, the Company, the Investment
Adviser 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 N+1 Singer , its affiliates or any person acting
on its or 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 Placing 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 Placing 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 Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by N+1
Singer, the Company or the Investment Adviser 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
Placing, the Placing 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 N+1 Singer, the Company or
the Investment Adviser will be liable for any Placee's decision to
accept an invitation to participate in the Placing 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 Placing in deciding to participate in
the Placing and it will not rely on any investigation that N+1
Singer, its 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
Placing;
7. acknowledges that N+1 Singer does 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 N+1 Singer is not acting for it or its clients
and that N+1 Singer will not be responsible for providing
protections to it or its clients;
8. acknowledges that none of N+1 Singer, any of its affiliates
or any person acting on behalf of it or 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 N+1 Singer
(and to the extent permitted by the FCA), neither N+1 Singer, its
ultimate holding company 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 N+1 Singer's role as placing agent or otherwise in
connection with the Placing 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 Placing 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 Placing 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
Placing 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 N+1
Singer, represents and warrants that neither it nor the beneficial
owner of such Placing Shares will be a resident of Excluded
Territories;
13. acknowledges that the Placing 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 Placing 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 Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing 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 (EU) No. 596/2014, 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 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 N+1 Singer 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 N+1 Singer or the Company may request
from it in connection with the Placing (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 N+1
Singer or the Company on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be purchased
by it or at its direction pursuant to the Placing being reduced to
such number, or to nil, as N+1 Singer may decide at its sole
discretion;
16. if a financial intermediary, as that term is used in
Regulation 5(1) of the Prospectus Regulation, represents and
warrants that the Placing Shares purchased by it in the Placing
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 any member state of the EEA to which the Prospectus
Regulation applies other than Qualified Investors, or in
circumstances in which the prior consent of N+1 Singer 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 Placing Shares to persons in the EEA
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 within the meaning of the Prospectus Regulation
(including any associated relevant measure in any Member
State);
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 Placing 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 Placing Shares in, from or otherwise involving, the United
Kingdom;
20. if in a Member State of the EEA, unless otherwise
specifically agreed with N+1 Singer in writing, represents and
warrants that it is a Qualified Investor within the meaning of the
Prospectus Regulation and that it is a person to whom Placing
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 Placing 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 Placing 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 Placing 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 Placing 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 Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (i) to acquire the Placing 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 Placing
in the form provided to it by N+1 Singer;
24. undertakes that it (and any person acting on its behalf)
will make payment for the Placing 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
Placing Shares may be placed with other subscribers or sold as N+1
Singer may in its sole discretion determine and without liability
to such Placee and it will remain liable and will indemnify N+1
Singer on demand for any shortfall below the net proceeds of such
sale and the Placing proceeds of such Placing 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 Placing or sale of such
Placee's Placing Shares on its behalf;
25. acknowledges that none of N+1 Singer, any of its 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 Placing and
that participation in the Placing is on the basis that it is not
and will not be treated for these purposes as a client of N+1
Singer and that N+1 Singer has 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
Placing;
26. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself; or
(ii) its nominee, as the case may be. Neither N+1 Singer 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 Placing and it agrees to
indemnify the Company and N+1 Singer in respect of the same on the
basis that the Placing Shares will be issued to the CREST stock
account of N+1 Singer 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
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or N+1 Singer 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, N+1 Singer 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 N+1 Singer on its 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, N+1 Singer 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 Placing;
31. acknowledges that no action has been or will be taken by any
of the Company, N+1 Singer or any person acting on behalf of the
Company or N+1 Singer that would, or is intended to, permit a
public offer of the Placing 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 Placing 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 Placing. 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 Placing, including the merits and risks
involved;
33. acknowledges that its commitment to subscribe for Placing
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 Placing 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 Placing;
34. acknowledges that N+1 Singer or any of its affiliates acting
as an investor for its 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 Placing;
35. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing 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 Placing
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 Placing 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 Placing 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 Placing
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 N+1 Singer 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 Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor N+1
Singer will be responsible, and the Placee to whom (or on behalf of
whom, or in respect of the person for whom it is participating in
the Placing as an agent or nominee) the allocation, issue,
allotment or delivery of Placing Shares has given rise to such UK
stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on
an after-tax basis and to hold harmless the Company and N+1 Singer
in the event that any of the Company and/or N+1 Singer has 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
N+1 Singer accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that N+1 Singer does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities given to N+1 Singer by the Company in
connection with the Placing.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that N+1 Singer or any of its affiliates
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with N+1 Singer, any money held in an account with N+1
Singer 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 N+1 Singer's
money in accordance with the client money rules and will be used by
N+1 Singer in the course of its own business and the Placee will
rank only as a general creditor of N+1 Singer.
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. N+1 Singer 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.
N+1 Singer is entitled, at its discretion and out of its own
resources, at any time to rebate to some or all of its investors,
or to other parties (including the Investment Adviser), part or all
of its fees relating to the Placing.
MISCELLANEOUS
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"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 Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in Directive 2014/65/EU; and (ii) eligible for
distribution through all distribution channels as are permitted by
Directive 2014/65/EU (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Placees should note
that: the price of the Placing Shares may decline and investors
could lose all
or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, N+1 Singer 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 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
The content of this announcement has been prepared by, and is
the sole responsibility of Hipgnosis Songs Fund 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.
Nplus1 Singer Advisory LLP ("N+1 Singer"), 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. N+1 Singer 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 Adviser or N+1
Singer , 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 Adviser and N+1
Singer, 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.
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
https://www.hipgnosissongs.com/privacy
Each Placee acknowledges that it has read and understood the
processing activities carried out by the Company as informed in the
referred Privacy Notice.
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
IOEDQLFLKVFZBBX
(END) Dow Jones Newswires
August 27, 2019 02:01 ET (06:01 GMT)
Hipgnosis Songs (LSE:SONG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Hipgnosis Songs (LSE:SONG)
Historical Stock Chart
From Jul 2023 to Jul 2024