PrimaryBid Offer

RNS Number : 2132Z

Cordiant Digital Infrastructure Ltd

20 May 2021

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

20 May 2021

LEI: 213800T8RBBWZQ7FTF84

Cordiant Digital Infrastructure Limited

  ( LON : CORD )

PrimaryBid Offer

T he Board of Cordiant Digital Infrastructure Limited (the "Company" or " CORD "), is pleased to announce an offer for subscription via the PrimaryBid platform (the "PrimaryBid Offer") of C Shares at the issue price of 100 pence per C Share  (the "Issue Price").

As separately announced on 17 May 2021, the Company is also conducting a non pre-emptive placing of C Shares (the "C Share Placing") under the Company's existing placing programme  pursuant to the prospectus published by the Company on 29 January 2021 (the "Prospectus").

Full details on the terms of the C Shares is set out in the Company's announcement released on 17 May 2021 and in the Prospectus.

PrimaryBid Offer

Private investors, who are either professionally advised or financially sophisticated, may participate in the PrimaryBid Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer, which is being made by the Company via the PrimaryBid mobile app, is now open and will close at 12.00 noon on 8   June 2021 . The PrimaryBid Offer may close early if it is oversubscribed.

There is a minimum subscription of £500 per investor under the terms of the PrimaryBid Offer which is open to private investors who are either professionally advised or financially sophisticated. The Company reserves the right to scale back any order at its absolute discretion. The Company and PrimaryBid each also reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

The PrimaryBid Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Regulation Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules, or for approval of the same by the FCA. The PrimaryBid Offer is only being made in the UK.

No commission will be charged to investors on applications to participate in the PrimaryBid Offer. It is important to note that once an application for C Shares has been made and accepted via PrimaryBid, it cannot be withdrawn.

The C Share Placing is conditional, inter alia, on the C Shares being admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange ("Admission"). Subject to Admission becoming effective, it is expected that settlement of subscriptions by placees in respect of the C Shares and trading in the C Shares will commence at 8.00 a.m. BST on Thursday, 10 June 2021, or such later time and/or date as may be announced by the Company after the close of the C Share Placing.

The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for C Shares, is available at www.PrimaryBid.com.

Cordiant Digital Infrastructure Management Ltd  Stephen Foss, Investor Relations	[phone]
PrimaryBid Limited James Deal Fahim Chowdhury	[e-mail]

This Announcement should be read in its entirety. In particular, the information provided in the "Important Notices" section of this Announcement should be read and understood. Unless otherwise defined, capitalised terms used in this Announcement shall have the same meaning as set out in the Prospectus.

Important Notices

This Announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any C Shares referred to in this Announcement only on the basis of information contained in the Prospectus and not in reliance on this Announcement. Copies of the Prospectus are, subject to any applicable law, available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website.

This Announcement is not an offer to sell or a solicitation of any offer to buy the C Shares in the Company in the United States, Australia, Canada, the Republic of South Africa, Japan, or any member state of the European Economic Area or in any other jurisdiction where such offer or sale would be unlawful.

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

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the C Shares will not be entitled to the benefits of the Investment Company Act.  No offer, sale, resale, pledge, delivery, distribution or transfer of the C Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the C Shares or the Ordinary Shares into which they will convert.

This Announcement may not be used in making any investment decision.  This Announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment.  This Announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this Announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this Announcement or its completeness.

Nothing in this Announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information and opinions contained in this Announcement are provided as at the date of this Announcement and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, the Investment Manager or any of their affiliates or by any of their respective officers, employees or agents in relation to it. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this Announcement or on its completeness, accuracy or fairness. This Announcement has not been approved by any competent regulatory or supervisory authority.

The Company has a limited trading history. Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in this Announcement are targets only. There is no guarantee that any returns set out in this Announcement can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this Announcement.

The information in this Announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions.  In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.

Each of the Company, the Investment Manager and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this Announcement and any errors therein or omissions therefrom.

No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any.  Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this Announcement.  The information contained in this Announcement will not be updated.

This Announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This Announcement does not constitute a recommendation regarding any securities.

Prospective investors should take note that, unless otherwise agreed with the Company, the Company's shares may not be acquired by: (i) investors using assets of: (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code; or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.

In accordance with the UK version of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products and its implementing and delegated acts, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Packaged Retail and Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019, the Key Information Document relating to the C Shares is available to investors at www.cordiantdigitaltrust.com.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The C Shares to be issued or sold pursuant to the PrimaryBid Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

It should be noted that a subscription for C Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for C Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the C Shares if they are in any doubt. 

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