Proposed Issue of Ordinary Shares

17 June 2021

LEI: 213800OTQ44T555I8S71

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, JAPAN OR ANY EEA STATE (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (the “FCA”) and does not constitute a prospectus. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information contained in the tripartite prospectus (comprising a summary, a registration document and a securities note) expected to be published by Augmentum Fintech plc (the “Prospectus”) today and not in reliance on this announcement. Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus. Potential investors should read the Prospectus and in particular the risk factors set out therein before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Company's securities. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. Copies of the Prospectus, subject to certain access restrictions, will be available shortly for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website ( www.augmentum.vc) . 

Augmentum Fintech plc

(“Augmentum” or the “Company”)

Initial Placing, Open Offer, Offer for Subscription and Intermediaries Offer

Further to the announcement on 14 June 2021 that the Company was considering the issue of new ordinary shares, today the Company is pleased to announce a proposed issue of ordinary shares in the Company (“Ordinary Shares”) to raise gross proceeds of £40 million (the “Initial Issue”) as part of an ongoing share issuance programme (the “Share Issuance Programme”), the details of which will be set out in the Prospectus expected to be published by the Company later today.

The Initial Issue will be by way of a placing, open offer, offer for subscription and intermediaries offer for a target issue of 29,562,798 new Ordinary Shares at an issue price of 135.5 pence per Ordinary Share (the “Issue Price”). The Issue Price represents a premium of 3.9 per cent. to the NAV per Ordinary Share as at 31 March 2021 and a discount of 6.1 per cent. to the closing price per Ordinary Share on 11 June 2021 of 144.25 pence per Ordinary Share (being the last Business Day prior to the announcement of the Issue Price).

The Initial Issue is conditional, inter alia, on the passing of the shareholder resolutions in connection with the Initial Issue to be proposed at a general meeting of the Company expected to take place on or around 8 July 2021 (the “Issue Resolutions”) (the “General Meeting”). Conditional on the passing of the shareholder Issue Resolutions, the maximum number of new Ordinary Shares that may be issued pursuant to the Initial Issue and the Share Issuance Programme is 150,000,000.

Investment Strategy, Financial Highlights and Pipeline

· The Company launched with the investment objective of generating capital growth over the long term through investment in a focused portfolio of fast growing and/or high potential private financial services technology (“fintech”) businesses based predominantly in the UK and wider Europe

· The Company has now deployed substantially all of the capital raised through the IPO as well as issues thereafter, and as at 11 June 2021, had cash and cash equivalent reserves of approximately £19 million, which is partly being held back as a prudent cash buffer as well as being available for making new investments and follow-on investments into the Company’s existing portfolio

· Through the Portfolio Manager’s existing industry relationships, the Company expects to be able to benefit from access to an identified, live pipeline of assets currently in excess of £1 billion across all target sectors and geographies, of which approximately £194 million represents opportunities in active development, and intends to continue to grow the Company’s portfolio

· Accordingly, following consultation with the Portfolio Manager, the Board has concluded that now is an appropriate time to raise additional equity as well as increase the Company’s ability to raise equity over the next 12 months via the placing programme to provide the Company with sufficient flexibility to take advantage of the identified pipeline and current fintech opportunity in the UK and wider Europe

Issue Highlights

· Targeting gross proceeds of £40 million via the issue of up to 29,562,798 new Ordinary Shares pursuant to an Initial Placing, Open Offer, Offer for Subscription and Intermediaries Offer

· The Issue Price is 135.5 pence per new Ordinary Share, representing a premium of 3.9 per cent. to the NAV per Ordinary Share as at 31 March 2021 of 130.4 pence and a discount of 6.1 per cent. to the closing price per Ordinary Share on 11 June 2021 of 144.25 pence per Ordinary Share (being the last Business Day prior to the announcement of the Issue Price)

· Shareholders who qualify for the Open Offer (“Qualifying Shareholders”) will be offered the opportunity to participate in the Open Offer on the basis of 4 new Ordinary Shares for every 19 existing Ordinary Shares (the “Open Offer Entitlement”)

· Qualifying Shareholders will also be offered the opportunity to subscribe for Ordinary Shares in addition to their Open Offer Entitlement under an excess application facility (the “Excess Application Facility”)

· The Initial Issue is conditional, inter alia, upon the approval by Shareholders of the Issue Resolutions proposed at the General Meeting convened for 8 July 2021

Neil England, Chairman of Augmentum, commented:

“The strong trend towards a digital economy, accelerated by the pandemic, continues, and with the European economy looking set to return to growth, fintech looks well positioned to benefit.

With Augmentum the acknowledged specialist in early stage fintech and with a strong pipeline of interesting opportunities, we believe the Company can continue to deliver attractive returns for its shareholders”

Tim Levene, CEO of Augmentum Fintech Management Limited, commented:

“With positive trading continuing across our portfolio we are very much focussed in seeking out new and exciting investment opportunities. We now have a pipeline of over £1 billion across all our target sectors and geographies, including approximately £194 million of opportunities in active development, and as such are well positioned to continue to grow the portfolio.”

Enquiries:

Augmentum Fintech Tim Levene, Portfolio Manager Nigel Szembel, Investor Relations	[phone] [phone] [e-mail]
Peel Hunt LLP (Joint Sponsor, Joint Bookrunner and Intermediaries Offer Adviser)   Liz Yong, Luke Simpson, Huw Jeremy, Tom Pocock (Investment Banking) Alex Howe, Chris Bunstead, Ed Welsby, Richard Harris (Sales) Sohail Akbar, Max Irwin (Syndicate) Alistair Boyle (Intermediaries)	[phone]
Nplus1 Singer Advisory LLP (Joint Sponsor and Joint Bookrunner)   Harry Gooden, Robert Peel, James Moat, Alaina Wong (Investment Banking)	[phone]
Frostrow Capital LLP Paul Griggs, Company Secretary	[phone]

Capitalised terms used in this announcement have the meanings given to them in the Prospectus expected to be published by the Company later today.

Correction to Circular

It has come to the Company’s attention that the Circular published on 14 June 2021 contained a typographical error in Part 1 of the Letter from the Chairman, paragraph 4, headed “4. The proposed amendments to the Company’s investment policy”. Under the sub-heading ‘Cash management’ on page 10 of the Circular, the third paragraph erroneously read “It is expected that the Company will hold between 510 and 1020 per cent. of its Gross Assets in cash or cash equivalent investments, for the purpose of making follow-on investments in accordance with the Company’s investment policy and to manage the working capital requirements of the Company.”, instead of the correct text “It is expected that the Company will hold between 510 and 1520 per cent. of its Gross Assets in cash or cash equivalent investments, for the purpose of making follow-on investments in accordance with the Company’s investment policy and to manage the working capital requirements of the Company.”

References elsewhere in the Circular, including in the Notice of General Meeting, to the proposed change to the expected percentage of cash to between 5 and 15 per cent. of Gross Assets, are correct.

Expected timetable

	2021
Initial Issue
Record Date for entitlements under the Open Offer	close of business on 15 June
Initial Issue opens, posting to Shareholders of the Prospectus and Open Offer Application Form	17 June
Ex entitlement date for the Open Offer	8.00 a.m. on 17 June
Open Offer Entitlements and Excess CREST Open Offer Entitlements enabled in CREST and credited to stock accounts of Qualifying CREST Shareholders	as soon as possible on 18 June
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 2 July
Recommended latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. on 5 July
Recommended latest time for splitting Open Offer Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 6 July
General Meeting	11:00 a.m. on 8 July
Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions	11.00 a.m. on 8 July
Latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription	11.00 a.m. on 8 July
Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer	3.00 p.m. on 8 July
Latest time and date for commitments under the Initial Placing	5.00 p.m. on 8 July
Publication of results of the Initial Issue	9 July
Admission and dealings in Ordinary Shares issued pursuant to the Initial Issue commence	8.00 a.m. on 13 July
CREST accounts credited with uncertificated new Ordinary Shares	13 July
Where applicable, definitive share certificates despatched by post in the week commencing*	19 July
*Underlying Applicants who apply to Intermediaries for Ordinary Shares under the Intermediaries Offer will not receive share certificates.
Subsequent Issues under the Share Issuance Programme
Subsequent Issues under the Share Issuance Programme	between 13 July 2021 and 16 June 2022
Publication of Share Issuance Programme Price in respect of each Subsequent Issue	as soon as practicable following the closing of a Subsequent Issue
Admission and crediting of CREST accounts in respect of each Subsequent Issue	as soon as practicable following the allotment of shares pursuant to a Subsequent Issue
Definitive share certificates in respect of the Shares issued pursuant to each Subsequent Issue despatched by post	approximately one week following the Admission of any Shares pursuant to a Subsequent Issue
Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. All references to times in this announcement are to London times.

Background to, reasons for, and benefits of the Issue

Background

The Company was launched as a closed-ended investment company on 13 March 2018 with the investment objective of generating capital growth over the long term through investment in a focused portfolio of fast growing and/or high potential private financial services technology (“fintech”) businesses based predominantly in the UK and wider Europe. The Company carries on business as an investment trust within the meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010. The Ordinary Shares of the Company are admitted to the premium segment of the Official List of the FCA and are traded on the premium segment of the London Stock Exchange’s main market.

At IPO the Company launched with a market capitalisation of £94 million and an initial portfolio of assets acquired at a valuation of approximately £33.3 million, substantially deploying the remaining IPO proceeds thereafter. In July 2019 and thereafter in October 2020 the Company raised further funds by the issue of new Ordinary Shares, the net proceeds of which have been substantially deployed into opportunities identified by the Portfolio Manager in line with the Company’s investment policy. As at the latest practicable date prior to the publication of this document, the Company has cash and cash equivalent reserves of approximately £19 million, which is partly being held back as a prudent cash buffer as well as being available for making new investments and follow-on investments into the Company’s existing portfolio. Accordingly, the Company has substantially fully committed Shareholders’ funds.

Reasons for the Issue

The Portfolio Manager has identified a pipeline of potential opportunities for the Company to invest in high growth disruptive players across the sub-sectors where it focuses. Through the Portfolio Manager’s existing industry relationships, the Company expects to be able to benefit from access to an identified, live pipeline of assets currently in excess of £1 billion across all target sectors and geographies, of which approximately £194 million represents opportunities in active development, and intends to continue to grow the Company’s portfolio.

Accordingly, following consultation with the Portfolio Manager, the Board has concluded that now is an appropriate time to seek to increase the Company’s ability to raise additional equity capital in order to provide the Company with sufficient flexibility to take advantage of the identified pipeline and current fintech opportunity in the UK and wider Europe.

Benefits of the Issue

The Board believes that the Initial Issue will have the following benefits for Shareholders and the Company:

· raise additional funds in a timely manner to enable the Company to take advantage of opportunities to make further investments in accordance with its investment policy;

· increase the market capitalisation of the Company, helping to make the Company attractive to a wider investor base;

· a greater number of Ordinary Shares in issue should improve liquidity in the secondary market for the Ordinary Shares and make the Ordinary Shares more attractive to a wider range of investors;

· grow the Company, thereby spreading the Company’s fixed running costs across a larger equity capital base which should over time reduce the level of ongoing expenses per Share; and

· give the Company the ability to issue new Ordinary Shares tactically, so as to manage better the premium to Net Asset Value at which the Ordinary Shares may trade.

The Initial Issue

The Initial Issue will launch today and will close on 8 July 2021. The Issue Price is 135.5 pence per Ordinary Share which represents a premium of 3.9 per cent. to the Company's NAV per Ordinary Share as at 31 March 2021 and a discount of 6.1 per cent. to the closing price per Ordinary Share on 11 June 2021 of 144.25 pence per Ordinary Share (being the last business day prior to the announcement of the Issue Price). The target number of Ordinary Shares to be issued pursuant to the Initial Issue is 29,562,798 Ordinary Shares and the target Gross Issue Proceeds is £40 million (assuming that 29,562,798 Ordinary Shares are issued pursuant to the Initial Issue). The number of Ordinary Shares to be issued pursuant to the Initial Issue is not known as at the date of this announcement but will be notified by the Company via a Regulatory Information Service prior to Admission. 

It is anticipated that dealings in Ordinary Shares issued pursuant to the Initial Issue will commence on 13 July 2021. Applications will be made to the FCA and the London Stock Exchange for all of the Ordinary Shares issued pursuant to the Initial Issue to be admitted to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market. It is expected that Admission will become effective, and that dealings in the Ordinary Shares will commence at 8.00 a.m. on 13 July 2021. If any Ordinary Shares are issued in certi?cated form it is expected that share certi?cates would be despatched during the week commencing 19 July 2021 (or as soon as possible thereafter). No temporary documents of title will be issued.

The Initial Issue is being made by way of the Initial Placing, Open Offer, Offer for Subscription and Intermediaries Offer.

The Initial Placing

Peel Hunt and Nplus1 Singer have agreed to use their reasonable endeavours to procure subscribers pursuant to the Placing on the terms and subject to the conditions set out in the Placing Agreement.

The terms and conditions of the Placing will be set out in paragraph 6.7 of Part 5 of the registration document. The Placing is not underwritten.

The Open Offer

Qualifying Shareholders are being offered the opportunity, under the Open Offer, to apply for up to 4 Ordinary Shares for every 19 Existing Ordinary Shares held and registered in their name as at the Record Date. The Open Offer is not underwritten.

The terms and conditions of application under the Open Offer will be set out in Part 4 of the securities note.

The Offer for Subscription

Ordinary Shares will also be made available to the public under the Offer for Subscription. The

Offer for Subscription is only being made in the UK, the Channel Islands and the Isle of Man.

The terms and conditions of application under the Offer for Subscription will be set out in Part 5 of the securities note. The Offer for Subscription is not underwritten.

The Intermediaries Offer

Investors may also subscribe for Ordinary Shares pursuant to the Intermediaries Offer. Only the Intermediaries' retail investor clients in the United Kingdom, the Channel Islands and the Isle of Man are eligible to participate in the Intermediaries Offer.  The Intermediaries Offer is not underwritten.

Further details of the Initial Issue will be included in the Prospectus.

Scaling back and allocation

The Directors have reserved the right, following consultation with the Joint Bookrunners, to increase the size of the Initial Issue if overall demand exceeds 29,562,798 Ordinary Shares by reallocating Ordinary Shares that would otherwise be available under the Share Issuance Programme to increase the size of the Initial Placing, the Excess Application Facility, the Offer for Subscription and/or the Intermediaries Offer.

In the event that commitments under the Initial Issue exceed the maximum number of Ordinary Shares available (notwithstanding any such reallocation), applications under the Initial Issue (other than applications up to Qualifying Shareholders' full entitlement under the Open Offer) will be scaled back at the Company's discretion following consultation with the Joint Bookrunners. The basis of allocation of Ordinary Shares under the Initial Issue will be:

i.  to each Qualifying Shareholder who applies, up to his full entitlement under the Open Offer (Ordinary Shares issued to Qualifying Shareholders under the Open Offer are not subject to scaling back to satisfy valid applications under the Initial Placing, the Offer for Subscription, the Intermediaries Offer or the Excess Application Facility); and

ii.  any Ordinary Shares not taken up under the Open Offer or otherwise available under the Initial Issue, to applicants under the Initial Placing, the Offer for Subscription, the Intermediaries Offer and the Excess Application Facility, with applications scaled back at the discretion of the Company following consultation with the Joint Bookrunners.

General Meeting

The Initial Issue requires the approval of Shareholders pursuant to the Companies Act and the Directors are accordingly convening a General Meeting to be held at 25 Southampton Buildings, London WC2A 1AL on 8 July 2021 at 11.00 a.m. in order to seek Shareholder authority to issue up to 150,000,000 Ordinary and/or C Shares pursuant to the Share Issuance Programme. The formal notice convening the General Meeting is set out on pages 16 to 18 of the circular published on 14 June 2021.

The Resolutions that will be put to Shareholders at the General Meeting are to:

• authorise the allotment of up to 150,000,000 Ordinary Shares and/or C Shares (the “New Shares”) (representing 107 per cent. of the issued share capital of the Company as at the date of this announcement) pursuant to the Share Issuance Programme;

• disapply pre-emption rights in respect of the New Shares to be issued; and

• approve proposed changes to the Company’s investment policy, as detailed in the Circular dated 14 June 2021.

If both Resolutions with regard to the Share Issuance Programme are passed, the Directors will be authorised to issue up to 150,000,000 Ordinary Shares and/or C Shares for cash on a non-pre-emptive basis pursuant to the Initial Issue.

The new Ordinary Shares issued pursuant to the Proposals (and the new Ordinary Shares into which any C Shares issued pursuant to the Share Issuance Programme will convert) will rank pari passu with the Ordinary Shares then in issue. However, such new Ordinary Shares will have no right to receive dividends or other distributions made, paid or declared, if any, by reference to a record date prior to the allotment of those new Ordinary Shares.

The ability to issue New Shares pursuant to the Share Issuance Programme will expire on the earlier of (i) the date being 12 months after the publication of the prospectus by the Company, and (ii) the date on which all of the New Shares available for issue pursuant to the Share Issuance Programme have been issued.

Key Investment Risks

There can be no guarantee that the investment objective of the Company will be achieved. Any return you receive depends on future performance and is uncertain. Market movements may cause the value of investments and the return from them to fall as well as rise and investors may not get back the amount originally invested. The Company does not seek any protection from future market performance so you could lose some or all of your investment.

The Company invests in early-stage private businesses, which, by their nature, may be smaller capitalisation companies. Smaller companies carry a higher degree of risk and their value can be more sensitive to market movements and performance may be more volatile. Private businesses, which are not normally available to individual investors, carry performance, liquidity and valuation issues. Such businesses are typically illiquid and a sale may require the consent of other interested parties. Such investments may therefore be difficult to value and realise, and their prospects may be more difficult to assess. Such realisations may involve significant time and cost and/or result in realisations at levels below the value of such investments estimated by the Company. The Company also invests in a narrow industry sector and typically holds a relatively small number of investments as compared to many other funds. This may make the performance of the Company more volatile than would be the case if it had a more diversified investment portfolio and may materially and adversely affect the performance of the Company and returns to investors.

As part of its investment strategy, Augmentum Fintech may from time to time borrow money (known as gearing) for working capital purposes. In addition, Augmentum Fintech’s underlying investments may themselves be geared which may mean that the valuation of these investments will therefore be affected by the level of interest rates and by the level of equity markets. The level of gearing of Augmentum Fintech itself and by its underlying investments may, depending on the sums involved, have a significant impact on the value of Augmentum Fintech shares, such that you may not get back the amount you originally invested. Shares of the Company are bought and sold on the London Stock Exchange. The price you pay or receive, like other listed shares, is determined by supply and demand and may be at a discount or premium to the underlying net asset value of the Company. Usually, at any given time, the price you pay for a share will be higher than the price you could sell it. It may be difficult for Shareholders to realise their investment and there may not be a liquid market in the Shares.

Disclaimer

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the Prospectus published by the Company and not in reliance on this announcement. Copies of the Prospectus may, subject to certain access restrictions, be obtained from the registered office of the Company and at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website, www.augmentum.vc. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of an RIS announcement, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company. Approval of the prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus. Potential investors are recommended to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with a decision to invest in the Company's securities.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, county or other jurisdiction of the United States and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration under the U.S. Securities Act of 1933 and in compliance with the securities laws of any state, county or any other jurisdiction of the United States. No public offering of securities is being made in the United States.

Furthermore, any securities that may be issued in connection to the matters referred to herein may not be offered or sold directly or indirectly in, into or within the United States or to or for the account or benefit of U.S. Persons except under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act of 1940, as amended.

Further, this announcement is not for release, publication or distribution into Australia, New Zealand, Canada, Singapore, the Republic of South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the Company's securities may be lawfully marketed) or any other jurisdiction where such distribution is unlawful.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement and/or any document and/or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Each of Peel Hunt LLP, Nplus1 Singer Capital Markets Limited and Nplus1 Singer Advisory LLP (the "Banks") is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement or the Prospectus) as its client in relation to the Share Issuance Programme (including the Initial Issue) and the other arrangements referred to in the Prospectus and this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Share Issuance Programme (including the Initial Issue), any Admission and the other arrangements referred to in this announcement and in the Prospectus.

Apart from the liabilities and responsibilities, if any, which may be imposed on a Bank by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks nor any person affiliated with any of the Banks makes any representation, express or implied, in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement or the Prospectus including its accuracy, completeness or verification, nor for any other statement made or purported to be made by it or on its behalf, or on behalf of the Company or any other person in connection with the Company, the Shares, the Share Issuance Programme (including the Initial Issue) or any Admission and nothing contained in the Prospectus is or shall be relied upon as a promise or representation in this regard.  The Banks (together with their respective affiliates) accordingly, to the fullest extent permitted by law, disclaim all and any liability whether arising in tort, contract or which they might otherwise have in respect of this announcement, the Prospectus or any other statement. 

The value of the Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements.  When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

This announcement contains forward looking statements, including, without limitation, statements including the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. Such forward looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, the Portfolio Manager and the Banks expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by FSMA, the Prospectus Regulation Rules, UK Market Abuse Regulation or other applicable laws, regulations or rules.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of the Banks nor any of their respective affiliates, 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 any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of the Banks and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such securities 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 UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the 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 Share Issuance Programme (including the Initial Issue). Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt LLP and Nplus1 Singer Capital Markets Limited 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 UK 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 Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.