Publication of Prospectus

RNS Number : 6712Y

New City High Yield Fund Limited

28 January 2014

 

This announcement (including its appendices) (this "Announcement") is not for release, publication or distribution, directly or indirectly, in or into, the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction in which, or to any person to whom, the same would be unlawful.

The release, publication or distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession this Announcement or any document or other information referred to in this Announcement comes should inform themselves about and observe any such restriction.  Any failure to comply with any such restriction may constitute a violation of the securities laws of any such jurisdiction.  Persons distributing this Announcement must satisfy themselves that it is lawful to do so. 

This Announcement is an advertisement and not a prospectus.  Investors should not purchase or subscribe for any transferable securities referred to in this Announcement except on the basis of information in the Prospectus.  This Announcement is not an offer to sell, or a solicitation of an offer or invitation to acquire or subscribe for, securities in the United States or in any other jurisdiction in which such an offer or solicitation would be unlawful.  

PLEASE READ THE IMPORTANT INFORMATION IN APPENDIX 2 IF YOU ARE CONSIDERING PARTICIPATING IN THE INITIAL PLACING.

28 January 2014

NEW CITY HIGH YIELD FUND LIMITED
(the "company")

publication of prospectus re. placING programme AND DETAILS OF PLACING PROGRAMME
and
initial placing

Publication of Prospectus

At an extraordinary general meeting of the Company held on 5 December 2013, a special resolution was passed authorising the Directors to issue up to 61,059,834 new Ordinary Shares, equivalent to 25 per cent. of the Ordinary Shares currently in issue, on a non-pre-emptive and NAV-accretive basis. 

The Board is pleased to announce that it expects to publish later today a prospectus relating to the Company in connection with the issue of new Ordinary Shares and admission of new Ordinary Shares to the premium segment of the Official List of the UK Listing Authority and to trading on London Stock Exchange plc's main market for listed securities (the "Prospectus").

A copy of the Prospectus will, following publication, be available at www.ncim.co.uk/nc_top.php and at www.morningstar.co.uk/uk/nsm.  Words and expressions defined in the Prospectus have the same meanings when used in this Announcement except where the context otherwise requires.

Placing Programme

Introduction

The Company intends to issue up to 61,059,834 Ordinary Shares (equivalent to 25 per cent. of the issued share capital of the Company as at the date of this Announcement) by way of tap issues in response to market demand or placings pursuant to the Placing Programme Issue Authority.  No public offer of new Ordinary Shares will be made in the United Kingdom or elsewhere pursuant to the Placing Programme.

The Placing Programme is flexible and may have a number of closing dates in order to provide the Company with the ability to issue new Ordinary Shares over a period of time.  The Placing Programme is intended to:

·           satisfy, at least in part, market demand for the Ordinary Shares and thereby manage the premium at which the Ordinary Shares trade in the market; and

·           raise further money for investment in accordance with the Company's  investment objective and policy.

The Placing Programme has not been underwritten and, accordingly, the maximum number of new Ordinary Shares available under the Placing Programme, being 61,059,834 Ordinary Shares, should not be taken as an indication of the final number of new Ordinary Shares that will be issued.  Therefore, the number of new Ordinary Shares actually issued pursuant to the Placing Programme may be less than the maximum number available under it. 

New Ordinary Shares issued pursuant to the Placing Programme will rank pari passu in all respects with the Ordinary Shares already in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the issue of the relevant new Ordinary Shares).  The net proceeds of any issue of new Ordinary Shares pursuant to the Placing Programme, after providing for the Company's operational expenses, will be invested in investments consistent with the Company's investment objective and policy.

Background to, and Reasons for, the Placing Programme

Over the period from the Company's launch on 7 March 2007 to 24 January 2014, the Ordinary Shares traded at an average premium of 5.3 per cent. to the NAV per Ordinary Share (ex-income) and at a premium on 93.2 per cent. of the dealing days in that period (the days on which the Ordinary Shares traded at a discount occurred mainly during the financial crisis). 

Over the three years ended 24 January 2014:

·           the Ordinary Shares traded at an average premium of 6.9 per cent. to the NAV per Ordinary Share (ex-income) and at a premium on 99.7 per cent. of the dealing days in that period; and

·           the Ordinary Share price ranged from a discount of 0.8 per cent. to a premium of 14.3 per cent. (and, as at 24 January 2014, the Ordinary Shares were trading at a premium of 7.2 per cent.) to the NAV per Ordinary Share (ex-income).

Since the Company's launch, new Ordinary Shares equivalent to approximately 93 per cent. of the Company's issued share capital at launch have been issued, on a non-pre-emptive and NAV-accretive basis, pursuant to various Ordinary Share allotment authorities granted to the Directors. 

In the light of the continuing demand for the Ordinary Shares, having regard to the benefits of enlarging the Company and with the aim of assisting the Company in managing the premium at which the Ordinary Shares trade, an extraordinary general meeting of the Company was held on 5 December 2013 at which the Company was authorised to issue for cash, on a non-pre-emptive basis, 61,059,834 new Ordinary Shares. 

Whilst 25 per cent. is higher than the disapplication of pre-emption rights authority ordinarily recommended by corporate governance best practice, the Directors believe that taking a larger than normal authority is justified in the present circumstances.  The Directors intend to use the Placing Programme Issue Authority when they consider that it is in the best interests of Shareholders to do so and to satisfy continuing demand for the Ordinary Shares.  As with the Ordinary Share issues to date, new Ordinary Shares will not be issued pursuant to the Placing Programme at a price per share that is less than the aggregate of the estimated prevailing NAV per Ordinary Share (cum-income) at the time the proposed issue is agreed and the Issue Costs per new Ordinary Share and, accordingly, any such issue will not be NAV-dilutive for existing Shareholders. 

Benefits of the Placing Programme

The Directors believe that the principal benefits of the Placing Programme and any issue of new Ordinary Shares pursuant to the Placing Programme Issue Authority are as follows:

·           the Company's ability to issue new Ordinary Shares tactically to manage the premium at which the Ordinary Shares trade will be enhanced (this should benefit both existing Shareholders, as it should reduce the volatility of the price at which the Ordinary Shares trade, and new investors, as it should reduce the risk of the Ordinary Shares trading at a sizeable premium that may not be sustained and which may adversely affect the return on their investment should the level of the premium reduce);

·           the issue of new Ordinary Shares at a premium to NAV (net of Issue Costs) will result in a modest NAV uplift for the Ordinary Shares already in issue;

·           the issue of further Ordinary Shares will increase the size of the Company, thereby spreading its fixed operating costs over a larger capital base which should lead to a small reduction in the Company's ongoing charges per Ordinary Share; and

·           the issue of further Ordinary Shares should continue to improve liquidity in the market for the Ordinary Shares.

The Placing Programme

The Placing Programme, which is not underwritten, will open on publication of the Prospectus and will close on 27 January 2015 (or any earlier date on which it is fully subscribed).  An announcement of each issue of Ordinary Shares pursuant to the Placing Programme will be released through a Regulatory Information Service, including details of the number of new Ordinary Shares issued and the Placing Price for that issue.  The maximum number of Ordinary Shares to be issued pursuant to the Placing Programme is 61,059,834.  The minimum subscription amount for new Ordinary Shares under the Placing Programme will be £10,000.  Fractions of Ordinary Shares will not be issued. 

The minimum price at which new Ordinary Shares will be issued pursuant to the Placing Programme will be the higher of:

·           the aggregate of (i) the estimated prevailing NAV per Ordinary Share (cum-income) at the time the proposed issue is agreed and (ii) the Issue Costs per new Ordinary Share; and

·           90 per cent. of the middle market price of the Ordinary Shares at the time the proposed issue is agreed.

The maximum price at which new Ordinary Shares will be issued pursuant to the Placing Programme will be the best offer price per Ordinary Share traded on the London Stock Exchange's Main Market at the time the proposed issue is agreed. 

New Ordinary Shares issued pursuant to the Placing Programme will be issued fully paid and will rank pari passu with the Ordinary Shares already in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the issue of the relevant new Ordinary Shares).

As the Placing Programme has not been underwritten, the maximum number of new Ordinary Shares available under the Placing Programme should not be taken as an indication of the final number of new Ordinary Shares that will be issued.  Therefore, the number of new Ordinary Shares actually issued pursuant to the Placing Programme may be less than the maximum number available under it. 

Dealings and Settlement

Applications will be made to the UK Listing Authority for the new Ordinary Shares issued pursuant to the Placing Programme to be admitted to the premium segment of the Official List and to the London Stock Exchange for such new Ordinary Shares to be admitted to trading on its Main Market. 

Unless the new Ordinary Shares issued pursuant to the Placing Programme are issued under a block listing facility, such shares will be issued conditionally on Admission of those shares occurring.  It is anticipated that dealings in new Ordinary Shares issued pursuant to the Placing Programme under a block listing facility will commence three Business Days after their issue and that, in all other cases, dealings in the new Ordinary Shares issued pursuant to the Placing Programme will commence not later than four Business Days after their conditional issue.

It is expected that all new Ordinary Shares issued pursuant to the Placing Programme will be issued in uncertificated form and credited to the relevant CREST accounts on a delivery versus payment basis on the date on which dealings in such shares commence on the Main Market. 

Conditions of the Placing Programme

Each issue of new Ordinary Shares pursuant to the Placing Programme will be conditional on:

·           Shareholder authority for the issue of such new Ordinary Shares on a non-pre-emptive basis being in place;

·           the Placing Price being not less than the higher of:

-         the aggregate of (i) the estimated prevailing NAV per Ordinary Share (cum-income) at the time the proposed issue is agreed and (ii) the Issue Costs per new Ordinary Share; and

-         90 per cent. of the middle market price of the Ordinary Shares at the time the proposed issue is agreed;

and not higher than the best offer price per Ordinary Share at the time the proposed issue is agreed; and

·           Admission of such new Ordinary Shares (unless the new Ordinary Shares concerned have been issued under a block listing facility).

In circumstances in which any of the conditions referred to above are not fully met, the relevant issue of Ordinary Shares pursuant to the Placing Programme will not take place.

Track Record

The Company's predecessor, New City High Yield Trust plc, had substantially the same investment objective and policy as the Company has and, to ensure continuity of record, on the voluntary winding up of NCHYT and launch of the Company in March 2007, one Ordinary Share was issued for every one NCHYT Share then held.  The Investment Manager's team managed NCHYT from 1 November 2004.

The NAV and share price total return of the Company (including, for this purpose, NCHYT prior to March 2007) over the 10 years ended 24 January 2014 is shown in the following table.

	To 24 January 2014
	6 Months	1 Year	3 Years	5 Years	From 1 November 2004
NAV total return per share (%)	3.0	3.8	32,6	117.4	140.1
Share price total return (%)	7.2	0.9	34.0	116.5	160.9

Source: Thomson Reuters Datastream.

The following table shows the aggregate dividends per share per annum paid by the Company and its predecessor, NCHYT, and the resulting annualised dividend yield over the last eight financial years ended 30 June 2013 (the financial year ended 30 June 2006 was NCHYT's first full financial year under the management of the Investment Manager's team).

	Financial Year Ended 30 June
	2006	2007	2008	2009	2010	2011	2012	2013
Aggregate dividends paid (p)	2.80	2.95	3.57	3.65	3.75	3.87	4.01	4.10
Increase in dividends paid relative to previous year (%)	-	+5.4	+21.0	+2.2	+2.7	+3.2	+3.6	+2.2
Dividend yield (annualised, based on year-end share price) (%)	5.4	5.5	6.8	8.1	6.7	6.1	6.8	6.7

Initial Placing of New Ordinary Shares

Following the publication of the Prospectus, the Company will undertake through Cantor Fitzgerald, its corporate broker, a bookbuilding process to determine demand for participation in an initial placing of new Ordinary Shares with eligible investors (the "Initial Placing").  It is expected that the issue price of any Ordinary Shares issued pursuant to the Initial Placing will be equivalent to an approximate premium of 2.75% to the NAV per Ordinary Share (cum-income) at the close of business on 3 February 2014 (the "Issue Price").  The latest time for receipt of commitments under the Initial Placing is expected to be 12.00 noon on 4 February 2014.  The Company will confirm the Issue Price and the result of the Initial Placing by an announcement issued through a Regulatory Information Service on 4 February 2014.

Applications will be made to the UK Listing Authority for Ordinary Shares issued pursuant to the Initial Placing to be admitted to the premium segment of the Official List and to the London Stock Exchange for such new Ordinary Shares to be admitted to trading on its Main Market.  It is expected that such admissions will become effective, and dealings in the Ordinary Shares issued pursuant to the Initial Placing will commence, on 7 February 2014.

The issue of Ordinary Shares pursuant to the Initial Placing, which is not underwritten, will be conditional on Admission of such shares becoming effective.  Ordinary Shares issued pursuant to the Initial Placing will be issued fully paid and will rank pari passu with the Ordinary Shares already in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the issue of such new Ordinary Shares, including the first interim dividend payable in respect of the year ending 30 June 2014, which is payable to Shareholders on the Company's register of members as at the close of business on 31 January 2014).

Details of the terms and conditions of, and the mechanics for participation in, the Initial Placing are contained in appendix 2 to this Announcement.

Subsequent Issues of new Ordinary Shares

New Ordinary Shares not issued pursuant to the Initial Placing may be issued pursuant to subsequent tap issues in response to market demand or placings at any time prior to the final closing date of 27 January 2015 ("Subsequent Issues").  The maximum number of Ordinary Shares that may be issued pursuant to Subsequent Issues will be equal to 61,059,834 Ordinary Shares less any Ordinary Shares issued pursuant to the Initial Placing.

Expected Timetable for Initial Placing

All references to time in this document are to London time, unless otherwise stated.

	2014
Issue Price calculated	As at close of business on Monday, 3 February
Latest time and date for receipt of Initial Placing commitments	12.00 noon on Tuesday, 4 February
Announcement of results of Initial Placing (including Issue Price and number of new Ordinary Shares to be issued)	Tuesday, 4 February
Admission and dealings in new Ordinary Shares issued pursuant to Initial Placing	Friday, 7 February
CREST accounts credited in respect of new Ordinary Shares issued pursuant to Initial Placing	Friday, 7 February

Enquiries

For further information please contact:

Cantor Fitzgerald
Sue Inglis (Corporate Finance) Andrew Worne / Tom Dixon / Andrew Davey (Sales)			020 7894 8016 020 7894 8529 / 8229 / 8668
New City Investment Managers
Craig Cleland Head of Corporate Development,: Investment Trusts			020 7201 5368
R&H Fund Services
Martin Cassels			0131  524 6140

Appendix 1 - Additional Disclaimers

This Announcement has been issued by, and is the sole responsibility of, New City High Yield Fund Limited.  None of the information contained in this Announcement has been independently verified or approved by Cantor Fitzgerald Europe ("Cantor Fitzgerald") or any of its affiliates. 

The information in this Announcement is not intended, and should not be construed, as an offer to sell, or a solicitation of an offer or invitation to acquire or subscribe for, securities in the United States or in any other jurisdiction in which such an offer or solicitation is unlawful.  Furthermore, members of the public are not eligible to take part in the Placing.

None of the Company, Cantor Fitzgerald, the Investment Manager or 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 this Announcement) or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection with this Announcement.  Furthermore, each of the Company, Cantor Fitzgerald, the Investment Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any information contained in this Announcement, whether as a result of new information, future developments or otherwise.  The Company, Cantor Fitzgerald, the Investment Manager and their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this Announcement or the information in it or otherwise arising in connection therewith.  Nothing in this paragraph shall serve to exclude the liability of any person for any fraudulent misrepresentation made by that person.

Any purchase of Ordinary Shares pursuant to the Placing Programme should be made solely on the basis of the information contained in the Prospectus (and any supplementary prospectus published in respect of the Prospectus) and, in the case of the Initial Placing, this Announcement.  No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this Announcement or on its completeness, accuracy or fairness.  Unless otherwise stated, the information contained in this Announcement is given as at the date of its release.

The timetable for the Initial Placing (including the date of Admission) may be influenced by a range of circumstances, such as market conditions.  There is no guarantee that the Initial Placing (or any Subsequent Issues) and Admission will occur and investors should not base their financial decisions on the Company's intentions in relation to the Placing Programme and Admission at this stage.  This Announcement does not constitute a recommendation concerning the Placing Programme.  The NAV and price of the Ordinary Shares, and the income derived from them, may fluctuate and go down as well as up.  Past performance or information in this Announcement or any of the documents relating to the Placing Programme (including the Prospectus) cannot be relied upon as a guide to future performance.

Cantor Fitzgerald, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and for no one else in connection with the Placing Programme (including the Initial Placing) and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cantor Fitzgerald or for providing advice in relation to the Placing Programme (including the Initial Placing) or any other matter referred to in this Announcement or the Prospectus.  Nothing in this paragraph shall serve to exclude or limit any responsibilities that Cantor Fitzgerald may have under FSMA or the regulatory regime established under FSMA.

In connection with the Placing Programme and Admission, Cantor Fitzgerald may purchase Ordinary Shares and may retain, purchase, sell, offer to sell or otherwise deal for its own account in such Ordinary Shares.  Accordingly, references in this Announcement or the Prospectus to Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Cantor Fitzgerald acting as an investor for its own account.  Cantor Fitzgerald does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Neither the content of the website of the Company's investment manager, including the Company's microsite on that website, (or any other website) nor the content of any website accessible from hyperlinks on the website of the Company's investment manager (or any other website) is incorporated into, or forms part of, this Announcement.

Appendix 2 - Important Information Regarding the Initial Placing

Introduction

Members of the public are not eligible to take part in the Initial Placing. 

The terms and conditions in this appendix 2 are directed only at:

(i)       persons in member states of the European Economic Area who are qualified investors (within the meaning of article 2(1)(e) of the EU Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in any member state) (the "Prospectus Directive"); and

(ii)      in the United Kingdom, qualified investors who are persons:

(a)      who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order");

(b)      falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc) of the Financial Promotion Order; or

(c)      are persons to whom they may otherwise be lawfully communicated;

(all such persons together being referred to as "Relevant Persons").

This appendix 2 and the terms and conditions set out in it must not be acted on or relied on by persons who are not Relevant Persons.  Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.  

Relevant Persons (including individuals, funds or otherwise) who are invited, and who choose, to participate in the Initial Placing by making an oral or written offer to subscribe for or acquire Ordinary Shares ("Placees") will be deemed to have read and understood this Announcement and the Prospectus in their entirety and to be making such offer on the terms and conditions, and to be providing the acknowledgements, agreements, undertakings, representations, warranties and indemnities contained in this appendix 2.  For the purpose of this appendix 2, "Placing Shares" means the new Ordinary Shares available pursuant to the Initial Placing.

Selling Restrictions

This Announcement does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United States, Australia, Canada, Japan, New Zealand or South Africa or in any jurisdiction in which such offer or invitation is unlawful (the "Restricted Jurisdictions") and neither this Announcement nor the information contained in it not for publication or distribution, directly or indirectly, to persons in any Restricted Jurisdiction or to US Persons.  No public offer of securities of the Company is being made in the United Kingdom, United States or elsewhere.

United States

The Ordinary Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and the Ordinary Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the US Securities Act).  There will be no public offer of the Ordinary Shares in the United States.  The Ordinary Shares are being offered or sold only outside the United States to non-US Persons in offshore transactions in reliance on the exemption from the registration requirements of the US Securities Act provided by Regulation S thereunder.  The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act.

The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of Ordinary Shares or the accuracy or adequacy of this Announcement or the Prospectus.  Any representation to the contrary is a criminal offence in the United States and any re-offer or resale of any of the Ordinary Shares in the United States or to US Persons may constitute a violation of US law or regulation. 

Australia, Canada, Japan, New Zealand or the Republic of South Africa

The Ordinary Shares have not been, and will not be, registered under the laws of Australia, Canada, Japan, New Zealand or the Republic of South Africa or with any securities regulatory authority of Australia, Canada, Japan, New Zealand or the Republic of South Africa.  Accordingly, unless an exemption under such laws is applicable, the Ordinary Shares may not be offered, sold or delivered, directly or indirectly, within Australia, Canada, Japan, New Zealand or the Republic of South Africa (as the case may be). 

General

The Prospectus contains further information on selling restrictions.

Participation in, and Principal Terms of, the Initial Placing

1.         Cantor Fitzgerald is arranging the Initial Placing as agent of the Company.

2.         Participation in the Initial Placing will only be available to persons who may lawfully be, and are, invited to participate by Cantor Fitzgerald.  Cantor Fitzgerald is entitled to participate in the Initial Placing as principal.

3.         To participate in the Initial Placing, Placees should communicate the number of Placing Shares that they wish to subscribe for by telephone to their usual sales contact at Cantor Fitzgerald.  Placing participations may be scaled down by Cantor Fitzgerald on such basis as Cantor Fitzgerald may determine after consultation with the Company and the Investment Manager.

4.         The Initial Placing is expected to close no later than 12.00 noon (London time) on Tuesday, 4 February 2014 but may be closed earlier or later at the discretion of Cantor Fitzgerald.  Cantor Fitzgerald may, with the Company's and the Investment Manager's agreement, accept offers to participate in the Initial Placing that are received after the Initial Placing has closed.

5.         An offer to participate in the Initial Placing will be made on the terms and subject to the conditions in this Announcement and the Prospectus and will be legally binding on the Placee by (or on behalf of) which it is made and, except with Cantor Fitzgerald's consent, will not be capable of variation or revocation after the time at which it is submitted.

6.         Each Placee's allocation and the Placing Price will be confirmed to Placees orally by Cantor Fitzgerald following the close of the Initial Placing and a trade confirmation will be dispatched as soon as possible thereafter by Cantor Fitzgerald and the terms of this appendix 2 will be deemed incorporated by reference therein.  Cantor Fitzgerald's oral confirmation to a Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of Cantor Fitzgerald and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and subject to the conditions in this Announcement and the Prospectus and in accordance with the Company's memorandum and articles of association.  Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Cantor Fitzgerald to pay in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe. The Company shall allot such Placing Shares to each Placee following each Placee's payment to Cantor Fitzgerald of such amount.

7.         No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

8.         All obligations under the Initial Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to above under the sub-heading "Conditions of the Placing Programme".

9.         To the fullest extent permissible by law, none of Cantor Fitzgerald, any of its affiliates or any person acting on behalf of any of them shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise).  In particular, none of Cantor Fitzgerald, any of its affiliates or any person acting on behalf of any of them shall have any liability to Placees in respect of Cantor Fitzgerald's conduct of the Initial Placing.

Representations, Warranties and Further Terms

By participating in the Placing each Placee (and any person acting on such Placee's behalf):

(i)       represents and warrants that it has read this Announcement and the Prospectus in their entirety and acknowledges that its participation in the Initial Placing is subject to and based on all the terms, conditions, acknowledgements, agreements, undertakings, representations, warranties and indemnities and other information contained in this Announcement and the Prospectus;

(ii)      acknowledges that the Placing Shares will be admitted to the premium segment of the Official List, and, as a result, the Company is required to publish certain business and financial information in accordance with the rules and practices of the FCA (collectively, "Exchange Information") and that the Placee is able to obtain or access the Exchange Information without undue difficulty;

(iii)     acknowledges that none of the Company, Cantor Fitzgerald, the Investment Manager, any of their respective affiliates or any person acting on their behalf has provided, and will not provide, the Placee with, any information regarding the Company, the Initial Placing or the Placing Shares other than this Announcement and the Prospectus; nor has the Placee requested Cantor Fitzgerald, any of its affiliates or any person acting on their behalf to provide it with any such material or information;

(iv)      acknowledges that none of the Company, Cantor Fitzgerald, the Investment Manager, any of their respective affiliates or any person acting on their behalf is making any recommendations to the Placee advising it regarding the suitability or merits of any transaction it may enter into in connection with the Initial Placing, and acknowledges that none of the Company, Cantor Fitzgerald, the Investment Manager, any of their respective affiliates or any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Initial Placing;

(v)      acknowledges that the content of this Announcement is exclusively the responsibility of the Company and the content of the Prospectus is exclusively the responsibility of the Company and the other persons stated therein as accepting responsibility for the Prospectus (or part of it) and that, subject thereto, none of Cantor Fitzgerald, any of its affiliates or any person acting on their behalf will be:

(a)      responsible for or shall have any liability for any information, representation or statement contained in this Announcement, the Prospectus or any information previously published by or on behalf of the Company (including Exchange Information); or

(b)      liable for the Placee's decision to participate in the Initial Placing based on any information, representation or statement contained in this Announcement, the Prospectus or otherwise;

(vi)      represents, warrants and agrees that:

(a)      the only information on which it is entitled to rely and on which it has relied in committing to subscribe for or acquire the Placing Shares is contained in this Announcement, the Prospectus and any Exchange Information, such information being all that the Placee deems necessary to make an investment decision in respect of the Placing Shares; and

(b)      it has relied on its own investigation with respect to the Company, the Initial Placing and the Placing Shares in connection with its decision to subscribe for or acquire the Placing Shares;

and acknowledges that that, save for the information contained in the Prospectus, it has neither received nor relied on any information given other than the information contained in the Prospectus, or representations, warranties or statements made, expressly or by implication, in writing or orally, by any of the Company, Cantor Fitzgerald, the Investment Manager, any of their respective affiliates or any person acting on their behalf and none of Cantor Fitzgerald, the Company, the Investment Manager, any of their respective affiliates or any person acting on their behalf will be liable for the Placee's decision to accept an invitation to participate in the Initial Placing based on any such other information, representation, warranty or statement, provided that nothing in this sub-paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

(vii)     represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the UK;

(viii)    represents and warrants that 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 itself or on behalf of its clients) for the purposes of its business;

(ix)     if in a member state of the European Economic Area which has implemented the AIFMD, represents and warrants that it is a person to whom Placing Shares may be marketed lawfully under the AIFMD or under the applicable implementing legislation (if any) of such member state;

(x)      represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2003, the Terrorism Act 2006, the Money Laundering Regulations 2007 of the UK (SI 2007/2157), and any other applicable anti-money laundering or anti-terrorism guidance, regulations or legislation (the "Regulations") and, if it is 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;

(xi)     represents and warrants that it (and any person on whose behalf it is acting):

(a)      has the power and authority to subscribe for or acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it (and any such person);

(b)      has fully observed such laws and regulations and obtained all such governmental and other guarantees, consents and authorities which may be required thereunder and complied with all necessary formalities;

(c)      has all necessary capacity to commit to participation in the Initial Placing and to perform its obligations in relation thereto and will honour such obligations;

(d)      has paid, or will pay, any issue, transfer or other taxes due in connection with its participation in the Initial Placing; and

(e)      has not taken any action which will or may result in any of the Company, Cantor Fitzgerald, the Investment Manager, any of their respective affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any jurisdiction in connection with the Initial Placing;

(xii)    represents and warrants that any person who confirms to Cantor Fitzgerald on behalf of the Placee an agreement to subscribe for or acquire Placing Shares and/or who authorises Cantor Fitzgerald to notify the Placee's name to the Company's registrar has authority to do so on behalf of the Placee (and any person on whose behalf it is acting);

(xiii)    represents and warrants that it understands that:

(a)      the Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States;

(b)      the Company has not been registered as an "investment company" under the US Investment Company Act of 1940, as amended; and

(c)      the Placing Shares are being offered and sold on behalf of the Company in "offshore transactions" (within the meaning of Regulation S) to persons who are not US Persons;

(xiv)    represents and warrants that it is, or at the time the Placing Shares are acquired, it will be:

(a)      the beneficial owner of such Placing Shares and is neither a person located in the United States of America, its territories or possessions, any state of the United States or the District of Columbia (the "United States") nor a US Person;

(b)      acquiring the Placing Shares in an offshore transaction (as defined in Regulation S under the US Securities Act); and

(c)      will not offer or sell, directly or indirectly, any of the Placing Shares in the United States or to or for the benefit of a US Person, except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act;

(xv)     represents and warrants that it is not (and no person on whose behalf it is acting is) a resident of any Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared or passported in respect of the Placing Shares under the securities legislation of any Restricted Jurisdictions and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;

(xvi)    represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the UK prior to Admission except to "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive;

(xvii)   acknowledges that until 40 days after the closing of the Initial Placing, an offer or sale of Placing Shares within the United States by any dealer (whether or not participating in the Initial Placing) may violate the registration requirements of the US Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A under the US Securities Act or pursuant to another exemption from registration under the US Securities Act to a person that is a "qualified purchaser" (as defined in Section 2(a)(51) of the United States Investment Company Act of 1940, as amended);

(xviii)  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 FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;

(xix)   undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement on the due time and date set out in this Announcement against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Cantor Fitzgerald may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of the Placee's Placing Shares on its behalf;

(xx)    undertakes that:

(a)      the person whom it specifies for registration as holder of the Placing Shares will be the Placee or the Placee's nominee, as the case may be;

(b)      neither Cantor Fitzgerald 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; and

(c)      the Placee (and any person on whose behalf it is acting) agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of Cantor Fitzgerald which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Share in the Placee's stock account on a delivery versus payment basis;

(xxi)   represents and warrants that the issue to the Placee (or the person specified by the Placee 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 issue or transfer Placing Shares into a clearance system;

(xxii)   acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this Announcement and the Prospectus;

(xxiii)  acknowledges that the basis of allocation of the Ordinary Shares available pursuant to the Initial Placing will be determined by Cantor Fitzgerald (after consulting with the Company and the Investment Manager) in its absolute discretion and the right is reserved to reject in whole or in part and/or scale back any participation in the Initial Placing. 

(xxiv)  acknowledges that it irrevocably appoints any director of Cantor Fitzgerald as its agent for the purposes of executing and delivering to the Company and/or its registrar any documents on its behalf necessary to enable it (or its nominee) to be registered as the holder of any of the Placing Shares agreed to be taken up by it under any Placing;

(xxv)   acknowledges that:

(a)      when the Placee (or any person on whose behalf it is acting) is dealing with Cantor Fitzgerald any money held in an account with Cantor Fitzgerald on behalf of the Placee (or any person on whose behalf it is acting) will not be treated as client money within the meaning of the relevant rules and regulations of the FCA; and

(b)      such money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Cantor Fitzgerald money in accordance with the client money rules and may be used by Cantor Fitzgerald in the course of its business; and the Placee (or any person on whose behalf it is acting) will rank only as a general creditor of Cantor Fitzgerald (as the case may be);

(xxvi)  acknowledges and understands that the Company, Cantor Fitzgerald and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

(xxvii) agrees to indemnify on an after-tax basis and hold harmless each of the Company, Cantor Fitzgerald, the Investment Manager, their respective affiliates and any person acting on their behalf 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 acknowledgements, agreements, undertakings, representations and warranties in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Initial Placing; and

(xxviii) acknowledges that any agreements entered into by it pursuant to these terms and conditions (including any non-contractual obligations) 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 arising out of any such contract.

The acknowledgements, agreements, undertakings, representations, warranties and indemnities by the Placee and referred to in in this Announcement are given to each of the Company, Cantor Fitzgerald and the Investment Manager (in each case for its own benefit and, where relevant, the benefit of its affiliates and any person acting on its behalf) and are irrevocable.

General

All times and dates in this Announcement regarding the Initial Placing may be subject to amendment, and Placees' commitments, acknowledgements, agreements, undertakings, representations, warranties and indemnities are not conditional on any of the expected times and dates in this Announcement being achieved.  Cantor Fitzgerald shall notify Placees (or any person acting on behalf of the Placees) of any changes in such times or dates.

 

END

 

 

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