Proposed expansion of investment policy & c...

28 November 2016

This announcement is for information purposes only and does not contain or constitute an offer of, or the solicitation of an offer to buy, any securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan or South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with any offer or commitment whatsoever in any jurisdiction.

This announcement is an advertisement and not a prospectus. It does not constitute an offer of securities for sale or subscription in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and only on the basis of information in the prospectus (the "Prospectus") published by BACIT Limited in connection with the issue and the proposed admission of new ordinary shares (the "New Ordinary Shares") to listing on the Premium Segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). A copy of the Prospectus and Circular will shortly be available for inspection, subject to applicable securities laws, from the Company’s website at www.bacitltd.com.

BACIT LIMITED ("BACIT" OR THE “COMPANY”)

PROPOSED EXPANSION OF INVESTMENT POLICY AND CAPITAL RAISE IN ORDER TO EVOLVE INTO A LIFE SCIENCE INVESTMENT CHAMPION

Introduction

Further to the announcement on 7 November 2016, BACIT has today published a circular (the “Circular”) and prospectus (the “Prospectus”) in respect of the proposed expansion of the Company.  Terms used in this announcement shall have the same meaning as set out in the Circular and Prospectus. 

The principal elements of the Proposals are as follows:

• The expansion of the Company’s investment policy to permit it to make life science investments in addition to its existing commitment to the CRT Pioneer Fund (the ‘‘Pioneer Fund’’) and alongside its existing portfolio of alternative fund investments.
• The indirect acquisition by the Company from Wellcome Trust of Syncona Partners LLP (‘‘Syncona’’), an independent subsidiary of Wellcome Trust that operates as a self-managed evergreen investment company, which owns a portfolio of life science investments, and the acquisition by the Company of Cancer Research Technology’s (‘‘Cancer Research Technology’’) limited partnership interest in the CRT Pioneer Fund LP (the “Pioneer Fund”) taking the Company’s aggregate percentage interest in the Pioneer Fund to 64.11 per cent.
• Revisions to the Company’s investment management arrangements, including the expansion, and future internalisation, of the investment management team to include leading life science specialists from Syncona.
• An indirect investment in the Company by Wellcome Trust of approximately £319 million and by Cancer Research UK Limited (‘‘CRUK’’) of approximately £27 million (of which approximately £10.6 million is in respect of the Company’s acquisition of the limited partnership interest in the Pioneer Fund) (the ‘‘Firm Placing’’). Each of Wellcome Trust and CRUK will subscribe for Ordinary Shares at a price of 131.15 pence per Ordinary Share (the ‘‘Offer Price’’) which represents a premium of 1.35 per cent. to the Company’s last published net asset value so as not to be dilutive to existing Shareholders. Both Wellcome Trust and CRUK will be subject to a 24 month shareholding lock-up.
• The Company will make Life Science Investments across multiple therapeutic areas although it will commit at least 25 per cent. of the assets it allocates to making Life Science Investments to oncology projects and businesses. 
• A preemptive open offer to the Company’s existing shareholders and a placing to eligible new investors under which participants may acquire New Ordinary Shares or existing Ordinary Shares that Shareholders elect to sell through the Liquidity Facility at the Offer Price (the ‘‘Issue’’).
• The Company is also offering existing Shareholders the chance to sell their existing Ordinary Shares at the Offer Price to the extent that such Ordinary Shares can be sold by the Company, acting as agent for the selling Shareholder, to an incoming investor under the Placing and Open Offer.
• Amendments to the Company’s existing investment management agreement (the ‘‘BACIT UK Agreement’’) with BACIT (UK) Limited (‘‘BACIT UK’’) (the ‘‘BACIT UK Amendments’’).
• The adoption of a long term incentive plan (‘‘LTIP’’) for the Life Science Investment Management Team.
• Changes to the Board to reflect the revised investment focus and structure of the Company.
• The change of the Company’s name to ‘‘Syncona Limited’’.

If implemented, the effect of the Proposals will be to provide Shareholders with exposure to some of the leading life science opportunities in the United Kingdom as well as to the alternative investment fund portfolio, while continuing the Company’s annual donation to charities, including to the Institute of Cancer Research (the ‘‘ICR’’).  It is intended that the Proposals should take effect from 19 December 2016 (the “Implementation Date”). 

The Proposals require a number of matters to be approved by Shareholders, in respect of which resolutions are being proposed at the EGM (the ‘‘Implementation Resolutions’’).

The Company is also bringing forward the discontinuation vote that would otherwise have been proposed at its annual general meeting in 2017 (the ‘‘Discontinuation Resolution’’).

Implementation of the Proposals is conditional on Shareholders (a) PASSING all of the Implementation Resolutions and (b) NOT PASSING the Discontinuation Resolution. All of the Implementation Resolutions must be passed for the Proposals to go ahead.

The implementation of the Proposals will also be conditional on the number of Ordinary Shares that are offered for sale by existing Shareholders under the Liquidity Facility being lower than the number of Ordinary Shares that are subscribed for under the Placing and Open Offer.

As the share subscription by Wellcome Trust will result in it holding 30 per cent. or more of the Company’s voting rights, its subscription will be conditional on the Company’s existing Shareholders passing a Takeover Code Rule 9 ‘‘whitewash’’ resolution (the ‘‘Waiver Resolution’’). For the avoidance of doubt the Waiver Resolution is one of the required Implementation Resolutions.

The Company also anticipates that two of the Company’s significant shareholders may participate in the Placing and the Excess Application Facility (the ‘‘Related Party Share Subscription’’). Whether a Shareholder vote is required on the Related Party Share Subscription will depend on the size of the allotment made to the respective Shareholders.  However, the Company is prospectively seeking shareholder approval now, by way of an ordinary resolution, such that any allotment and issue would not need to be scaled back to an amount that does not require Shareholder approval.

Explanation of, and reasons for, the Proposals

The Company was launched in October 2012 as an innovative investment company which provides investors with access to leading alternative investment managers on a ‘‘gross return’’ basis while also making an annual charitable donation (the ‘‘Annual Donation’’) and committing a small portion of its assets to life science investments.

The success of the Company since its launch has been due to the generous support of the managers of the investment funds in which the Company invests and the provision of investment management services by the investment management team led by Thomas Henderson. The contribution by the Company to the charities that it supports through its sizable donations and to medical and scientific research though its financial commitments to development and innovation projects are key to the continuing support of both the underlying managers and the BACIT UK investment management team.

The Company now has a unique opportunity to make a transformational change to its exposure to, and financing of, life science investments by aligning the Company with two of the UK’s leading medical research charities, Wellcome Trust and CRUK.

Pursuant to the Proposals:

• The Company’s investment policy will be extended to permit it to make an unlimited number of life science investments (‘‘Life Science Investments’’) with a view, over time, to becoming predominantly a life science investment company. The Company will generally (but not exclusively) make early stage life science investments with a view to holding, and financing, those investments until they reach commercialisation and beyond.
• The Company will continue to make investments in alternative investment funds (‘‘Fund Investments’’), although new Fund Investments will not necessarily be made on a gross return basis.
• The Company will not be required to invest a specific percentage of its assets in either Life Science Investments or Fund Investments. The Company expects, however, that it will invest its assets in Fund Investments until it requires financing for specific Life Science Investments, at which time an appropriate amount of the Fund Investments may be sold or redeemed.
• The Company expects to invest approximately £100 million per year of its gross assets in Life Science Investments until substantially all of the Company’s gross assets are invested in Life Science Investments.
• The Company will indirectly acquire Syncona (via the acquisition of the Syncona Partnership Interests) and the limited partnership interest in the Pioneer Fund which is currently held by Cancer Research Technology (together the ‘‘Initial Life Science Portfolio’’).
• The Company will continue to donate a portion of its Net Asset Value to charity each year, but the relevant percentage will be reduced to 0.3 per cent. to take account of the increased size of the Company (subject to transitional arrangements to prevent the actual amount of the donation falling to below an amount equal to the donation made for the period from 1 April 2015 to 31 March 2016 as a result of implementation of the Proposals).

In addition, the Company will reconfigure its investment management arrangements by the recruitment of the existing Syncona life science investment management team (the ‘‘Life Science Investment Management Team’’). The Life Science Investment Management Team will be employed by Syncona Investment Management Limited, a new wholly-owned subsidiary of the Company (‘‘SIML’’), whose chief executive officer will be Martin Murphy, currently the chief executive officer of Syncona. The Company believes that the Life Science Investment Management Team possesses a unique combination of experience and expertise and is very well placed to take advantage of opportunities afforded by the life science sector.

Subject to receipt of the appropriate regulatory authorisations, SIML will become the alternative investment fund manager (‘‘AIFM’’) of the Company, with investment discretion over the Company’s entire investment portfolio including, as described below, the allocation of assets between Life Science Investments and Fund Investments. The amount payable to SIML in respect of remuneration of its employees and its additional running costs will be subject to agreement by the Board and will not exceed one per cent. per annum of the Company’s Net Asset Value from time to time. When taken with the fee proposed to be paid under the amended BACIT UK Agreement, this represents a cost to the Company in respect of the management of its assets of up to 1.19 per cent. of the Company’s Net Asset Value per annum.

BACIT UK will remain as the Company’s AIFM until SIML receives regulatory authorisation. In the meantime, following implementation of the Proposals, the Company’s investment management arrangements will be structured so that BACIT UK has investment discretion over the Company’s entire investment portfolio. Once SIML is authorised as the Company’s AIFM, BACIT UK will become a sub-adviser to SIML in respect of the Company’s Fund Investment portfolio, and keep discretion as to the allocation of that portfolio to specific Fund Investments. BACIT UK will not, however, from that point have any role regarding the Life Science Investment portfolio nor will it decide what proportion of the Company’s assets are allocated to Life Science Investments or Fund Investments.

The Company believes that implementation of the Proposals offers the opportunity to increase the Company’s size and investment scope, which should make it more attractive to a wider and more diverse investor base, including through enhancing secondary market liquidity in the Shares, while supporting and enhancing the Company’s existing objectives and charitable contributions.

The managers of the Company’s existing Fund Investments and the ICR are all supportive of the Proposals.

Impact of the Proposals on the Company’s target return and distribution and discount management policies

If the Proposals are implemented, the Company will, over the longer term, pursue an annualised return per share across its investment portfolio of 15 per cent. net of fees and expenses[1].

The Company’s existing distribution policy, which targets dividends of two per cent. per annum of Net Asset Value, will remain unchanged by the implementation of the Proposals. In addition, the Company will retain its existing scrip dividend arrangements pursuant to which shareholders will receive New Ordinary Shares in place of a cash dividend, unless they specifically elect to receive the cash dividend.

Shareholders should note that the target return and distribution policy are targets only and are not profit forecasts. There can be no assurance that any target will be met and they should not be taken as an indication of the Company’s expected or actual future results. Further, payment of any dividend is subject to compliance with applicable law and regulations including the satisfaction of the statutory solvency test under the Companies Law.

Save for the proposed removal of the requirement contained in the Articles periodically to propose a discontinuation vote, the Company’s approach to discount management will remain unchanged as a result of the implementation of the Proposals and, should the Ordinary Shares trade at a discount to the prevailing Net Asset Value, the Company will consider whether (but has no obligation) to make own share purchases with a view to alleviating the discount.

Shareholders should also note that, if the Proposals are implemented, then, as a result of the change in the Company’s investment focus and expansion of the Company’s investment management team, the Company will no longer present alternative proposals regarding the future of the Company for the approval of Shareholders should Thomas Henderson cease to be involved with the Company and its group.

Terms of the new capital raise, including the Firm Placing, the Placing, the Open Offer, and the Liquidity Facility

The Company will, conditional on implementation of the remainder of the Proposals, issue 243,461,685 New Ordinary Shares to Wellcome Trust and 20,872,732 New Ordinary Shares to CRUK at the Offer Price.

Shareholders are being asked at the EGM to approve the issue of these shares on a non-preemptive basis. As at the latest practicable date prior to the date of this document, the Ordinary Shares to be issued under the Firm Placing represent at least 68.5 per cent. of the entire issued share capital of the Company.

As the share subscription by Wellcome Trust under the Firm Placing will result in it holding 30 per cent. or more of the Company’s voting rights, as enlarged by the Issue, the share subscription is also conditional on the Company’s existing shareholders passing a ‘‘whitewash’’ resolution pursuant to Rule 9 of the Takeover Code, which is also being proposed at the EGM.

Alongside the Firm Placing, the Company intends to issue New Ordinary Shares at the Offer Price by way of the Placing and Open Offer.

Qualifying Shareholders will be offered the opportunity to subscribe for 6 New Ordinary Shares for every 19 Ordinary Shares held as at the Record Date at the Offer Price under the Open Offer and the Company will issue up to 121,938,563 New Ordinary Shares at the Offer Price in the Placing.

The Company is also offering existing Shareholders the chance to sell their Ordinary Shares to incoming investors at the Offer Price pursuant to the Liquidity Facility.

The Proposals are conditional on the demand for Ordinary Shares under the Placing and Open Offer at least equalling the demand to sell Ordinary Shares under the Liquidity Facility.

Shareholders are also being sent a prospectus and a circular in relation to the Firm Placing and Placing and Open Offer and a deed of election in connection with the Liquidity Facility.

The BACIT UK Amendments

Currently, the BACIT UK Agreement is terminable on 180 days’ notice by the Company.

In order to provide a longer term incentive for the investment management team employed by BACIT UK (especially following the appointment of SIML as the Company’s AIFM) and to ensure continuity for the underlying managers who provide the Company with ‘‘fee free’’ access to their funds, it is proposed that the BACIT UK Agreement should be amended so that it is terminable by the Company on the following terms:

• the BACIT UK Agreement will have an initial fixed term of five years from the Implementation Date (the ‘‘First Period’’); and
• at the expiry of the First Period, the BACIT UK Agreement will continue for a further five years and terminate on the date that is 10 years from the Implementation Date (the ‘‘Second Period’’) provided that, over the First Period, the Fund Investment portfolio has achieved a time weighted return equal to (a) at least 70 per cent. of the upside return or (b) no worse than 40 per cent. of the downside return generated by the FTSE All Share Index over the First Period (assuming reinvestment of all dividends).

The BACIT UK Agreement will not automatically renew at the end of the Second Period. Otherwise, the BACIT UK Agreement will not be terminable by the Company during the First Period or Second Period other than for certain cause events or with the agreement of BACIT UK.

The fees payable under the BACIT UK Agreement as so amended will be as follows:

• 0.19 per cent. of Net Asset Value per annum for the First Period.
• 0.15 per cent. of Net Asset Value per annum for the Second Period.

For the purposes of calculating the amount of the fee payable under the BACIT UK Agreement the portion of Net Asset Value attributable to Life Science Investments as well as to Fund Investments will be included.

BACIT UK is a related party of the Company for the purposes of the Listing Rules and the BACIT UK Amendments represent a related party transaction between the Company and BACIT UK.  However notwithstanding that the BACIT UK Amendments are a “smaller” related party transaction pursuant to LR 11.1.10 of the UK Listing Rules and do not therefore technically require a vote, the Board is seeking shareholder approval for the BACIT UK Amendments.  BACIT UK does not own any shares in the Company but Thomas Henderson and Martin Thomas, who are both directors of BACIT UK, are shareholders of the Company. Each of Mr. Henderson and Mr. Thomas will not vote on the resolution to approve the BACIT UK Amendments and will take all reasonable steps to ensure that none of their respective associates will vote on the relevant resolution.

LTIP arrangements

The shareholder circular sets out the proposed terms of the LTIP for the incentivisation of the Life Science Investment Management Team.

Changes to the Board

If the Proposals are implemented, Arabella Cecil will resign as a director of the Company and each of Nigel Keen and Ellen Strahlman will be appointed as directors (the ‘‘Proposed Directors’’) with effect from the Implementation Date. Each of Jeremy Tigue, Thomas Henderson, Peter Hames and Nicholas Moss will remain on the Board.

Biographies for each of the Proposed Directors are as follows: 

Nigel Keen

Nigel is the Chairman and co-founder of Syncona Partners. He is also Chairman of Oxford University Innovation, the technology transfer group for Oxford University, and Chairman of the Oxford Academic Health Science Network, a new entity established by the National Health Service in England to align the interests of patients in its region with academia, industry and the healthcare system. He was previously Chairman of Laird plc for 14 years and Oxford Instruments plc for 16 years. His career has encompassed venture capital, industry and banking. He has a degree in engineering from Cambridge University, is a Fellow of the Institute of Chartered Accountants, a Fellow of the Institute of Engineering and Technology and has been involved in the formation and development of high technology businesses for more than thirty years. He is also the Chairman of the AIM listed medical device company, Deltex Medical.

Ellen Strahlman

Ellen is a senior executive with 25 years of international experience in the healthcare industry (biopharmaceuticals, medical devices, public health). Ellen is currently the Chief Medical Officer and Executive Vice President, Research & Development for BD (Becton, Dickinson and Company), a leading global medical technology company. Ellen was previously with GlaxoSmithKline, plc, having served as the Senior Vice President and Chief Medical Officer (CMO) since 2008 and more recently working in the Office of the CEO as Senior Medical Advisor and Global Head of Neglected Tropical Diseases. Ellen is a graduate of Harvard University (Biochemical Sciences) and obtained her medical degree from the Johns Hopkins School of Medicine. She has medical qualifications in general surgery (Johns Hopkins) and ophthalmology (the Wilmer Institute, Johns Hopkins).

Finally, Ellen earned her Master’s Degree in Health Sciences from the Johns Hopkins Bloomberg School of Public Health as a Carnegie-Mellon Physician Public Health Fellow.

There are no details required to be disclosed in respect of either of the proposed directors pursuant to LR9.6.13R.

Discontinuation Resolution

The Discontinuation Resolution is an ordinary resolution which will bring the discontinuation vote of the Company forward from its annual general meeting in 2017 and, if passed, will require the Company’s directors to formulate proposals to be put to shareholders within six months of the resolution being passed to reorganise or reconstruct the Company.

The directors anticipate that, should the Discontinuation Resolution be passed, they will propose the winding up of the Company to Shareholders.

It should be noted, however, that the winding up and liquidation of the Company may take a significant length of time in light of the illiquidity of certain of the Company’s underlying investments or, in order to expedite the winding up process, may require certain investments to be sold at below their net asset value. Accordingly, there can be no guarantee that a liquidation of the Company will result in Shareholders receiving an amount equal to the prevailing Net Asset Value of the Company, either in the immediate future or at all. Further, if the Company were to be wound up, its support for charitable causes would cease.

The Board considers that a vote AGAINST the Discontinuation Resolution is in the best interests of the Shareholders as a whole.

The Implementation Resolutions

There are 11 Implementation Resolutions, each of which is conditional on the others BEING PASSED and the Discontinuation Resolution NOT BEING PASSED.

The Implementation Resolutions are as follows:

• An ordinary resolution to approve the expansion of the Company’s investment policy.
• An ordinary resolution to approve the BACIT UK Amendments.
• An ordinary resolution to approve the LTIP.
• Two ordinary resolutions to appoint each of Nigel Keen and Ellen Strahlman as directors of the Company with effect from the Implementation Date.
• An ordinary resolution to waive the obligation of Wellcome Trust to make a mandatory offer for the Company’s Ordinary Shares pursuant to Rule 9 of the Takeover Code notwithstanding that it will own in excess of 30 per cent. of the Company’s issued Ordinary Shares as a result of the Proposals.
• A special resolution to change the Company’s name to ‘‘Syncona Limited’’.
• A special resolution to amend the Articles: (a) to remove the requirement to propose a discontinuation resolution at the annual general meeting in 2017 and at the annual general meeting held every five years thereafter; and (b) to provide that the Company’s investment policy can only be amended by a special resolution of the Shareholders.
• An ordinary resolution to authorise the issue of 386,272,980 New Ordinary Shares (representing 100 per cent. of the issued share capital of the Company as at the latest practicable date prior to the date of this announcement).
• An extraordinary resolution to allot and issue 386,272,980 New Ordinary Shares (representing 100 per cent. of the issued share capital of the Company as at the latest practicable date prior to the date of this announcement) of the Company for cash on a non-preemptive basis in respect of the issue of shares to Wellcome Trust and CRUK and to eligible new investors under the Placing.

The Board considers that a vote FOR each of the Implementation Resolutions is in the best interests of the Shareholders as a whole.

Consequences of the failure to pass the Implementation Resolutions and the Discontinuation Resolution

In the event that Shareholders pass neither the Implementation Resolutions nor the Discontinuation Resolution, there will be no immediate change to the structure or operations of the Company. The Company will continue to be required to propose a discontinuation resolution at the 2017 annual general meeting.

Issue Statistics

Total number of Ordinary Shares in issue prior to the Issue and Firm Placing...      386,138,785

Total number of New Ordinary Shares to be issued under the Firm Placing.......      264,334,417

Maximum number of New Ordinary Shares to be issued under the Issue ...........    121,938,563

Maximum number of Ordinary Shares in issue following the Issue .....................     772,411,765

Maximum percentage of enlarged issued share capital represented by the New
Ordinary Shares .....................................................................................................            50.0%

Offer Price .............................................................................................................. 131.15 pence per New Ordinary Share

Maximum gross proceeds of the Issue and Firm Placing receivable by the

Company................................................................................................................         £506.6m

Maximum net proceeds of the Issue and Firm Placing receivable by the Company     £500.0m

Maximum market capitalisation of the Company at the Offer Price immediately
following the Issue and Firm Placing ....................................................................       £1,013.0m

Expected timetable

Record Date to participate in the Open Offer and Liquidity Facility .................	5 p.m. on 24 November 2016
Publication of the Circular, Prospectus and Open Offer Application Form ...........	28 November 2016
Ex entitlement date for the Open Offer................................................................	8 a.m. on 29 November 2016
Open Offer Entitlements enabled in CREST and credited to stock accounts of Qualifying CREST Shareholders in CREST ......................................................	30 November 2016
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST ...................................................................................	4.30 p.m. on 8 December 2016
Latest time and date for depositing Open Offer Entitlements into CREST ...........................................................................................................	3 p.m. on 9 December 2016
Latest time and date for return of completed Form of Proxy	11 a.m. on 12 December 2016
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only) ..............................................................................................	3 p.m. on 12 December 2016
Latest time and date for return of completed Deeds of Election or settlement of relevant CREST instruction to participate in the Liquidity Facility ....................	11 a.m. on 13 December 2016
Extraordinary General Meeting	11 a.m. on 14 December 2016
Announcement of results of Extraordinary General Meeting	14 December 2016
Placing closes .......................................................................................................	11 a.m. on 14 December 2016
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer (and Excess Application Facility) or settlement of relevant CREST instruction (as appropriate)..............................................................................	11 a.m. on 14 December 2016
Announcement of the results of the Issue through a Regulatory Information Service ...................................................................................................................	15 December 2016
Admission and commencement of dealings in the New Ordinary Shares .....	19 December 2016
Anticipated Implementation Date	19 December 2016
CREST Members’ accounts credited in respect of New Ordinary Shares in uncertificated form ................................................................................................	as soon as possible after 8 a.m. on 19 December 2016
Despatch of definitive share certificates for New Ordinary Shares in certificated form ........................................................................................................................	Within 14 days of Admission
Expected date of settlement of proceeds from Ordinary Shares sold under the Liquidity Facility, including despatch of cheques ...............................................	Week commencing 19 December 2016

Each of the times and dates in the above timetable is subject to change. References to times are to London time unless otherwise stated. Temporary documents of title will not be issued.

Fractions of New Ordinary Shares will not be issued and cash that otherwise would have been applied by the Company in paying up those fractions will be retained by the Company.

The New Ordinary Shares can be held by Qualifying Shareholders either in certificated form (that is by holding a physical share certificate) or in uncertificated form through CREST.

Issue of the New Ordinary Shares under the Firm Placing and Placing and Open Offer is conditional, amongst other things, on the listing of the New Ordinary Shares on the Official List of the UKLA and admission of the New Ordinary Shares to trading on the London Stock Exchange’s main market for listed securities. The New Ordinary Shares will rank equally in all respects with the existing Ordinary Shares.

A copy of the Prospectus and Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.Hemscott.com/nsm.do. Copies of the Prospectus will also be available on the Company’s website at www.bacitltd.com/ and from the registered office of BACIT: Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL.


For further information please contact:

Northern Trust International Fund Administration Services (Guernsey) Limited
Tel: [phone]

J.P. Morgan Cazenove, Sole Sponsor, Global Coordinator and Bookrunner
William Simmonds
James Mitford
Tel: [phone]

Tulchan Communications
Doug Campbell
Siobhan Weaver
Tel: [phone]

Temple Bar Advisory
Ed Orlebar
Tel: [phone]


Important Notices

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended. In addition, the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, in or into the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the Securities Act ("Regulation S")). There will be no public offer of the New Ordinary Shares in the United States.

The securities to which this announcement relates have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy of adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.

Marketing for the purposes of the Directive 2011/61/EU (the “AIFMD”) by the Company and/or a third party on its behalf in relation to the Placing and Open Offer will only take place in an EEA Member State if the Company is appropriately registered or has otherwise complied with the requirements under AIFMD (as implemented in the relevant EEA Member State) necessary for such marketing to take place.

Any purchase of ordinary shares in the Placing and Open Offer should be made solely on the basis of the information contained in the Prospectus, which will contain detailed information about the Company and its management.
 

This announcement contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "continues", "estimates", "plans", "projects", "prepares", "anticipates", "expects", "intends", "aims", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. The forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. The forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.

The timetable for the implementation of the Proposals, including the date of admission of the New Ordinary Shares, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Proposals will be implemented and that admission will occur. Therefore, no investment decisions should be on the Company's intentions in relation to the Proposals at this stage. Acquiring the shares to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments and should ensure they fully understand and accept the risks which will be set out in the prospectus when published. This announcement does not constitute a recommendation concerning the Proposals. The value of shares and any income from them can decrease as well as increase. Past performance is not a guide to, and should not be relied upon as a guide to, future performance. Potential investors should consult a professional adviser as to the suitability of the Proposals for the person concerned.

J.P. Morgan Cazenove is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting exclusively for the Company and no one else in connection with the Proposals, and will not regard any other person as their respective clients in relation to the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Proposals, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

___________

[1] This is an estimate only and not a profit forecast. There can be no assurance that this estimate will be met and it should not be taken as an indication of the Company’s expected or actual future results. Potential investors should decide for themselves whether or not this estimation is reasonable or achievable in deciding whether to invest in the Company.