Launch of placing
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN TO PROFESSIONAL INVESTORS IN THE REPUBLIC OF IRELAND AND THE NETHERLANDS) OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Neither this Announcement nor any part of it constitutes an offer or invitation to underwrite, an offer to sell or issue or the solicitation of an offer to subscribe for or acquire any new ordinary shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan, any member state of the European Economic Area ("EEA") (other than to professional investors in the Republic of Ireland and the Netherlands) or any jurisdiction in which such publication or distribution would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (as amended) (the "US Securities Act"), under the securities legislation of any state of the United States or under the applicable securities laws of Australia, Canada, South Africa, Japan or any member state of the EEA (other than in respect of marketing to professional investors in the Republic of Ireland and the Netherlands).
This announcement contains inside information.
12 February 2021
Greencoat UK Wind plc (the "Company" or "UKW")
Launch of placing
Greencoat UK Wind plc (the "Company" or "UKW"), the leading listed renewable infrastructure fund, invested in UK wind farms, is announcing that it is seeking to raise up to £198 million through a placing (the "Placing") of new ordinary shares in the capital of the Company (the "Placing Shares") by way of a non-pre-emptive issuance to institutional investors at 131p per share.
Proceeds from the Placing will be used to repay or reduce borrowings under the Company's revolving credit facility to allow the Company to fund its strong pipeline of acquisition opportunities, including an acquisition in the near term and £162 million of previously announced committed acquisitions over the next 12 months.
Following the completion of the near term acquisition, and assuming that the maximum amount has been raised under the Placing, the Company expects to have outstanding gearing of 28% of Gross Asset Value, of which £700m is fixed rate term debt.
The Placing
The Placing will be non-pre-emptive and launched immediately following this Announcement. RBC Europe Limited (trading as RBC Capital Markets) and Jefferies International Limited (together, the "Joint Bookrunners") are acting as joint global coordinators and joint bookrunners and Kepler Partners LLP (the "Placing Agent") is acting as placing agent in respect of the Placing pursuant to an agreement entered into between the Company, RBC Europe Limited, Jefferies International Limited and Kepler Partners LLP dated 12 February 2021 (the "Placing Agreement").
Under the terms of the Placing and conditional upon, inter alia, Admission (as defined below) (together the "Conditions"), UKW intends to place up to 150,853,600 new Ordinary Shares in the capital of the Company (up to 8.3% of the existing issued share capital) at a Placing Price of 131p per Placing Share (the "Placing Price"):
· The Placing Price of 131p represents a discount of 2.1% to the closing share price on 11 February 2021 and a discount of 5.1% to the 30 day volume weighted average price of 138.1p and a premium of 8.8% to the last reported NAV of 120.4p (as at 31 December 2020) (adjusted for the 1.775p dividend which will be paid on 26 February 2021).
· The Placing Shares will be issued fully paid and will rank pari passu with the Existing Shares. The Placing Shares will not qualify for the Q4 2020 dividend.
· The Placing is expected to be accretive to the net asset value per share of the Company, after costs.
· The Placing is not underwritten.
The Placing, which is being conducted by way of an accelerated bookbuilding process (the "Bookbuild") to qualifying new and existing investors, will be launched immediately following this announcement (being together with the appendix the "Announcement"), in accordance with the terms and conditions set out in the appendix to this Announcement.
The number of the Placing Shares will be determined at the close of the bookbuild for the Placing, expected at 5:00 p.m. on Tuesday 16 February 2021, but may close earlier or later at the absolute discretion of the Company and the Joint Bookrunners. The results of the Placing will be announced shortly thereafter.
The Placing Shares will, when issued, be subject to the Company's memorandum and articles of association. They will be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such ordinary shares by reference to a record date falling after the date of issue of the Placing Shares.
The Joint Bookrunners will determine the level of demand from potential investors for participation in the Placing. The decision to proceed with the Placing after the Bookbuild shall be at the absolute discretion of the Company and the Joint Bookrunners.
To bid for shares in the Placing, investors should communicate their bid by telephone to the Joint Bookrunners or the Placing Agent. The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company, and may scale down any bids for this purpose on such basis as the Company and the Joint Bookrunners decide.
Application will be made for the Placing Shares to be admitted to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the premium segment of the Main Market of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Subject to the Conditions, admission and settlement of the Placing Shares is currently expected to take place on or around 8.00 a.m. on 19 February 2021. The Placing is also conditional upon the Placing Agreement not being terminated in accordance with its terms.
Expected Timetable for the Placing
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Event |
Date |
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Placing opens |
12 February 2021 |
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Latest time and date for commitments under the Placing |
5:00 p.m. on 16 February 2021 |
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Trade date |
17 February 2021 |
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Admission |
8:00 a.m. on 19 February 2021 |
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Crediting of CREST stock accounts in respect of the new ordinary shares |
19 February 2021 |
Each of the times and dates set out above and mentioned elsewhere in this Announcement may be adjusted by the Company, in which event details of the new times and dates will be announced via a Regulatory Information Service. References to a time of day are to London time.
For further information, please contact:
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Greencoat UK Wind plc |
020 7832 9425 |
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Stephen Lilley |
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Laurence Fumagalli |
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Tom Rayner |
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RBC Capital Markets (Joint Global Co-ordinator and Joint Bookrunner) |
020 7653 4000 |
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Matthew Coakes Duncan Smith |
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Jack Wood
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Jefferies International Limited (Joint Global Co-ordinator and Joint Bookrunner) |
020 7029 8000 |
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Stuart Klein |
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Gaudi Le Roux |
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Kepler Partners (Placing Agent) Hugh van Cutsem
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020 3384 8796 |
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Media enquiries: |
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Headland Stephen Malthouse |
020 3805 4822 |
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Rob Walker |
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Notes to Editors:
Greencoat UK Wind PLC ("UKW") is the leading listed renewable infrastructure fund, which has invested in 38 operating UK wind farms with net generating capacity of 1,173 MW. The Company's aim is to provide investors with an annual dividend that increases in line with RPI inflation (7.18p for 2021)[1] while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cash flow and the prudent use of gearing.
UKW is managed by an experienced team at Greencoat Capital LLP, a leading European renewable investment manager with over £6 billion of assets under management. UKW is governed by a strong and experienced independent board.
UKW is incorporated in England and Wales and is a UK Investment Trust.
For more information about UKW, please visit http://www.greencoat-ukwind.com.
For more information about Greencoat Capital LLP, please visit http://www.greencoat-capital.com.
IMPORTANT INFORMATION
The Joint Bookrunners and the Placing Agent, which are each authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting as bookrunner or placing agent (as applicable) to the Company in connection with the matters described in this Announcement. Persons receiving this Announcement should note that the Joint Bookrunners and the Placing Agent will not be responsible to anyone other than the Company for providing the protections afforded to customers of the Joint Bookrunners or the Placing Agent, or for advising any other person on the arrangements described in this Announcement.
Neither the Joint Bookrunners nor the Placing Agent has authorised the contents of, or any part of, this Announcement and no liability whatsoever is accepted by the Joint Bookrunners or the Placing Agent for the accuracy of any information or opinions contained in this Announcement or for the omission of any information. No representation or warranty, express or implied, is made by the Joint Bookrunners or the Placing Agent as to the accuracy, completeness or verification of the information set out in this Announcement, and nothing contained in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Neither of the Joint Bookrunners nor the Placing Agent assumes any responsibility for its accuracy, completeness or verification and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Announcement or any such statement.
If you are in any doubt about the contents of this Announcement you should consult your accountant, legal or professional adviser or financial adviser. It should be remembered that the price of securities and the income from them can go up as well as down. In the United Kingdom, members of the public are not invited to participate in and are not eligible to take part in the Placing. Participation in the Placing is limited at all times to persons who are (i) investment professionals within the meaning of paragraph (5) of Article 19 or high net worth companies or unincorporated associations within the meaning of paragraph (2) of Article 49, of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (S1 2005/1529); and (ii) qualified investors within the meaning of the UK version of Regulation (EU) 2017/1129 as amended from time to time (the "EU Prospectus Regulation") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation") and the EU Prospectus Regulation (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.
Any investment, or investment activity to which this Announcement relates, is available in the United Kingdom to relevant persons only and will be engaged in only with relevant persons. By receiving this Announcement, you are deemed to warrant to the Company, the Joint Bookrunners and the Placing Agent that you fall within the categories of person described above. No ordinary shares in the capital of the Company have been offered or sold or will be offered or sold to persons in the United Kingdom prior to publication of this Announcement except in circumstances which have not resulted in an offer to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 200, as amended.
This Announcement must not be acted on or relied upon by any person in any member state of the EEA other than professional investors in the Republic of Ireland and the Netherlands where the Investment Manager has registered marketing of the Company's shares under the relevant national private placement regime.
This Announcement has been prepared on the basis that all offers of Placing Shares will be made pursuant to any exemption under the UK Prospectus Regulation and/or the EU Prospectus Regulation (as applicable) from the requirement to produce a prospectus for offers of Placing Shares. Accordingly, any person making or intending to make any offer within the United Kingdom or the EEA of or for ordinary shares in the capital of the Company which are not the subject of the Placing contemplated in this Announcement should only do so in circumstances in which no obligation arises for the Company, the Joint Bookrunners or the Placing Agent to produce a prospectus. Neither the Company nor the Joint Bookrunners nor the Placing Agent has authorised, nor do they authorise, the making of any offer of ordinary shares through any financial intermediary, other than offers made by the Joint Bookrunners and the Placing Agent which constitute the final placement of Placing Shares contemplated in this Announcement.
In the case of any Placing Shares being offered to a financial intermediary as that term is used and defined in the UK Prospectus Regulation and/or EU Prospectus Regulation (as applicable), such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Placing Shares acquired by it in the Placing have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Placing Shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the Company and the Joint Bookrunners has been obtained to each such proposed offer or resale. Each of the Company, the Joint Bookrunners and the Placing Agent and their respective affiliates will rely on the truth and accuracy of the foregoing representation, acknowledgement and agreement.
This Announcement does not constitute an offer of securities in the United States or any other jurisdiction. Securities may not be offered or sold directly or indirectly in or into the United States or to, or for the account or benefit of, any US persons (within the meaning of Regulation S under the US Securities Act ("Regulation S")) (a "US Person"), except pursuant to an exemption from the registration requirements of the US Securities Act for offers and sales of securities that do not involve any public offering contained in Section 4(a)(2) of the US Securities Act and analogous exemptions under state securities laws. In particular investors should note that the new 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 Company has not registered, and does not intend to register, as an investment company under the US Investment Company Act of 1940, as amended (the "US Investment Company Act"). The new ordinary are being offered only to (i) US Persons who are qualified institutional buyers, as defined in Rule 144A under the US Securities Act, and qualified purchasers, as defined in Section 2(a)(51) of the US Investment Company Act and (ii) investors who are not US Persons outside of the United States in "offshore transactions" as defined in and pursuant to Regulation S under the US Securities Act. Neither the Investment Manager nor the Company intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States.
This Announcement has not been approved or authorised by the Guernsey Financial Services Commission (the "Commission") or the States of Guernsey. This Announcement may only be distributed or circulated directly or indirectly in or from within the Bailiwick of Guernsey, and is being distributed or circulated in or from within the Bailiwick of Guernsey only (i) by persons licensed to do so by the Commission under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) ("POI Law"); or (ii) by non-Guernsey bodies who (A) carry on such promotion in a manner in which they are permitted to carry on promotion in or from within, and under the law of certain designated countries or territories which, in the opinion of GFSC, afford adequate protection to investors and (B) meet the criteria specified in section 29(c) of the POI Law; or (iii) to persons licensed under the POI Law, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and Company Directors etc. (Bailiwick of Guernsey) Law, 2000 by non-Guernsey bodies who (A) carry on such promotion in a manner in which they are permitted to carry on promotion in or from within, and under the law of certain designated countries or territories which, in the opinion of GFSC, afford adequate protection to investors and (B) meet the criteria specified in section 29(cc) of the POI Law; or, (iv) as otherwise permitted by the GFSC. This Announcement is not available in or from within the Bailiwick of Guernsey other than in accordance with this paragraph and must not be relied upon by any person unless received in accordance with this paragraph.
Any subsequent offer may only be made in Jersey where the offer is valid in the United Kingdom or Guernsey and is circulated in Jersey only to persons similar to those to whom, and in a manner similar to that in which, it is for the time being circulated in the United Kingdom or Guernsey as the case may be. Consent under the Control of Borrowing (Jersey) Order 1958 has not been obtained for the circulation of this Announcement or any subsequent offer made under this Announcement and it must be distinctly understood that the Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Company. By accepting any subsequent offer (if made) each prospective investor in Jersey represents and warrants that he or she is in possession of sufficient information to be able to make a reasonable evaluation of the offer.
The offer and marketing of the ordinary shares of the Company in Switzerland will be exclusively made to, and directed at, qualified investors (the "Qualified Investors"), as defined in Article 10(3) of the Swiss Collective Investment Schemes Act ("CISA") in conjunction with Article 4(4) of the Swiss Financial Services Act ("FinSA"), i.e. institutional clients, at the exclusion of professional clients with opting-out pursuant to Article 5(3) FinSA ("Excluded Qualified Investors"). Accordingly, the Company has not been and will not be registered with the Swiss Financial Market Supervisory Authority ("FINMA") and no representative or paying agent have been or will be appointed in Switzerland. This Announcement and/or any other offering or marketing materials relating to the Ordinary Shares of the Company may be made available in Switzerland solely to Qualified Investors, at the exclusion of Excluded Qualified Investors.
The Ordinary Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the FinSA and no application has or will be made to admit the Ordinary Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this Announcement nor any other offering or marketing material relating to the Ordinary Shares constitutes a prospectus pursuant to the FinSA, and neither this Announcement nor any other offering or marketing material relating to the Ordinary Shares may be publicly distributed or otherwise made publicly available in Switzerland.
All statements in this Announcement other than statements of historical fact are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the Announcement and include statements regarding the intentions, beliefs or current expectations of the Company and/or its directors concerning, among other things, the performance, results of operations, financial condition, liquidity, prospects and dividend policy of the Company. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, result of operations, financial condition, liquidity and dividend policy may differ materially from the impression created by the forward-looking statements contained in this Announcement. In addition, even if the performance, results of statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to, changes in economic conditions generally; changes in interest rates and currency fluctuations; impairments in the value of the Company's assets; legislative/regulatory changes; changes in taxation regimes; the availability and cost of capital for future expenditure; the availability of suitable financing. Prospective investors should specifically consider the factors identified in this Announcement which could cause actual results to differ before making an investment decision.
Appendix
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS OF THE PLACING SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND PARTICIPATION IN THE PLACING IS LIMITED AT ALL TIMES TO (I) IN RESPECT OF PERSONS WHO ARE RESIDENT IN THE UNITED KINGDOM, INVESTMENT PROFESSIONALS WITHIN THE MEANING OF PARAGRAPH (5) OF ARTICLE 19, CERTIFIED HIGH NET WORTH INDIVIDUALS WITHIN THE MEANING OF PARAGRAPH (2) OF ARTICLE 48 OR HIGH NET WORTH COMPANIES OR UNINCORPORATED ASSOCIATIONS WITHIN THE MEANING OF PARAGRAPH (2) OF ARTICLE 49, OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (SI 2005/1529) (the "FPO"); (II) QUALIFIED INVESTORS WITHIN THE MEANING OF UK VERSION OF REGULATION (EU) 2017/1129 AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UKPROSPECTUS REGULATION") AND THE EU PROSPECTUS REGULATION; AND (III) SUCH OTHER PERSONS WHO ARE PERMITTED TO PARTICIPATE IN THE PLACING IN ACCORDANCE WITH THESE TERMS AND CONDITIONS AND APPLICABLE LAW AND REGULATION (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT, A US PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) (A "US PERSON") ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation and/or EU Prospectus Regulation (as applicable) from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA"), does not apply.
The distribution of this Announcement, the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Investment Manager, the Joint Bookrunners or the Placing Agent or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, the Investment Manager, the Joint Bookrunners and the Placing Agent to inform themselves about and to observe any such restrictions.
Persons who are invited to and who choose to participate in the Placing (and any person acting on such person's behalf) by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the "Placees") will be deemed to have read and understood this Announcement (including this Appendix) its entirety, to be participating, making an offer and subscribing for Placing Shares on the terms and conditions contained in this Appendix and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix. In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges, that:
1. it is a Relevant Person and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. it is subscribing for the Placing Shares for its own account or is subscribing for the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement; and
3. it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix.
No Prospectus
The Placing does not form part of the Company's placing programme launched on 3 September 2020. No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority (the "FCA") in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement, the Company's pre-investment disclosure document prepared for the purposes of Article 23 of the UK version of the Alternative Investment Fund Managers Directive which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and information publicly announced through a Regulatory Information Service (as defined in the listing rules of the FCA) by the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth contract note and/or placing confirmation, as applicable sent to individual Placees. Placees understand and agree that the Publicly Available Information is correct as at the date it was published and, where applicable, has been superseded by subsequently released Publicly Available Information. Each Placee, by participating in the Placing, agrees that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners, the Placing Agent, the Investment Manager or the Company other than the Publicly Available Information and none of the Joint Bookrunners, the Placing Agent, the Investment Manager, the Company nor any person acting on such person's behalf nor any of their affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Information to Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any manufacturer (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares the subject of the placing have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: (i) the price of the Placing Shares may decline and investors could lose all or part of their investment; (ii) the Placing Shares offer no guaranteed income and no capital protection; and (iii) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners and the Placing Agent will only contact prospective Placees for participation in the Placing who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares.
Details of the Placing Agreement and the Placing Shares
Each of the Joint Bookrunners and the Placing Agent has entered into a Placing Agreement with the Company and the Investment Manager under which it has severally (and not jointly or jointly and severally) undertaken, on the terms and subject to the conditions set out in the Placing Agreement, to use reasonable endeavours to procure Placees for the Placing Shares. In accordance with the terms of the Placing Agreement, the Company has agreed to allot and issue such shares to the Joint Bookrunners and the Placing Agent accordingly, in each case at the Placing Price and on the terms set out in the Placing Agreement.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.
Applications for listing and admission to trading
Applications will be made to the FCA for admission of the Placing Shares to listing on the Official List and to London Stock Exchange for Admission of the Placing Shares.
It is expected that Admission will become effective on or around 8.00 a.m. on 19 February 2021 and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Joint Bookrunners and the Placing Agent will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. All of the Placing Shares are being offered at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Principal terms of the Placing
1. Each of the Joint Bookrunners and the Placing Agent is acting as bookrunner or placing agent (as applicable) to the Placing, as agent of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners or the Placing Agent to participate. The Joint Bookrunners and the Placing Agent and their respective affiliates are entitled to participate in the Placing.
3. All of the Placing Shares will be offered at the Placing Price of 131p per Placing Share.
4. To apply for Placing Shares in the Bookbuild, Placees should communicate their bid by telephone or email to their usual sales contact at a Joint Bookrunner or the Placing Agent. Each bid should state the number of Placing Shares which a prospective Placee wishes to subscribe for. Applications may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below.
5. The Bookbuild is expected to close no later than 5:00 pm on 16 February 2021 but may be closed earlier or later at the discretion of the Company. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right to reduce the amount raised pursuant to the Placing in its discretion.
6. Each Placee's allocation will be confirmed orally by the Joint Bookrunners as soon as practicable following the close of the Bookbuild. A Joint Bookrunner's oral confirmation of an allocation will give rise to a legally binding commitment by the Placee concerned, in favour of the Joint Bookrunners, the Placing Agent and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix and the Company's articles of association.
7. The Company will announce the results of the Placing through a Regulatory Information Service following the close of the Bookbuild, detailing the aggregate number of the Placing Shares to be issued at the Placing Price.
8. Each Placee's allocation and commitment will be evidenced by a Contract Note and/or Placing Confirmation (as defined below) issued to such Placee by the Joint Bookrunners. The terms of this Appendix will be deemed incorporated therein.
9. The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion and may scale down any bids for this purpose on such basis as they may determine or be directed in accordance with the terms of the Placing Agreement. The Joint Bookrunners may also, notwithstanding paragraphs 5 to 7 above: (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (b) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.
10. Any application for Placing Shares in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the Joint Bookrunners' consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunner, to pay to it (or as it may direct) 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 for and the Company has agreed to allot and issue to that Placee.
11. Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners, the Placing Agent or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
12. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.
13. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Termination of the Placing'.
14. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law, neither the Joint Bookrunners, the Placing Agent nor any of their respective affiliates nor any of their or their respective affiliates' agents, directors, officers or employees, respectively, shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Bookrunners, the Placing Agent nor any of their respective affiliates or holding companies nor any of its or its agents, directors, officers or employees shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners or the Placing Agent's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.
16. The Company and/or the Joint Bookrunners may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it/they (in its/their absolute discretion) sees fit and/or may require any such Placee to execute a separate placing letter (for the purposes of this Announcement, a "Placing Letter"). The terms of this Announcement will, where applicable, be deemed to be incorporated into such Placing Letter.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing, such allocation will be evidenced by Contract Note and/or Placing Confirmation, as applicable.
Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Joint Bookrunners or otherwise as the Joint Bookrunners may direct.
Settlement of transactions in the Placing Shares (ISIN: GB00B8SC6K54) following Admission will take place within the CREST system. Settlement through CREST will be on a T+2 basis unless otherwise notified by the Joint Bookrunners and is expected to occur on 19 February 2021. Settlement will be on a delivery versus payment basis. However, the Joint Bookrunners reserve the right in their absolute discretion, including in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, to require settlement in certified form. The Joint Bookrunners reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing Bank of England rate as determined by the Joint Bookrunners.
If Placees do not comply with their obligations the Joint Bookrunners may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for its own account and benefit, an amount equal to the Placing Price of each share sold plus any interest due. Placees will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the Contract Note, Placing Confirmation and/or electronic trade confirmation is forwarded/sent immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.
The obligations of the Joint Bookrunners and the Placing Agent under the Placing Agreement are, and the Placing is, conditional on, amongst other things:
(a) each of the Company and the Investment Manager having complied with its obligations under the Placing Agreement;
(b) each of the warranties contained in the Placing Agreement being true and accurate and not misleading in any respect (i) on the date of the Placing Agreement, (ii) at the date of Admission, in each case as if they had been repeated by reference to the facts and circumstances existing at such time;
(c) Admission taking place not later than 8.00 a.m. on 19 February 2021 (or such later date, not being later than 8.00 a.m. on 18 March 2021, as the Company and the Joint Bookrunners may agree,
all conditions to the obligations of the Joint Bookrunners and the Placing Agent included in the Placing Agreement being together, the "Conditions".
If any of the Conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived or extended to the extent permitted by law or regulations in accordance with the Placing Agreement, or the Placing Agreement is terminated in accordance with its terms (as to which, see 'Termination of the Placing' below), the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
By participating in the Bookbuild each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under 'Termination of the Placing' below and will not be capable of rescission or termination by it.
The Joint Bookrunners may, in its absolute discretion and upon such terms it thinks appropriate, waive satisfaction of all or any of the Conditions in whole or in part (to the extent permitted by law or regulation) or extend the time or date provided for satisfaction of any such conditions. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.
Neither the Joint Bookrunners nor the Placing Agent nor any of their respective affiliates or holding companies nor any of their or its respective affiliates' or holding companies' agents, directors, officers or employees, respectively, nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition to the Placing nor for any decision any of them may make as to the satisfaction of any Condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners and the Company.
Termination of the Placing
The Joint Bookrunners may, in their absolute discretion terminate the Placing Agreement in its entirety at any time up to and including Admission in certain circumstances, including (among others): (i) the Company's application, either to the FCA or the London Stock Exchange, for Admission is withdrawn by the Company or refused by the FCA or the London Stock Exchange (as appropriate); (ii) a breach by the Company or the Investment Manager of the warranties or undertakings given to the Joint Bookrunners under the Placing Agreement; (iii) the occurrence (in the opinion of the Joint Bookrunners) of a material adverse change in, or any development reasonably likely to involve a prospective material adverse change in or affecting, the ability of the Company to meet, amongst other things, its investment objectives or targets, or otherwise to implement its investment policy, whether or not arising in the ordinary course of business; (iv) and the occurrence of certain force majeure events which make it impracticable or inadvisable (in the opinion of the Joint Bookrunners) to continue with the Placing. Notice of termination may be communicated by the Joint Bookrunners as soon as practicable to the Company by notice in writing.
If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.
By participating in the Bookbuild, each Placee agrees with the Company and the Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to such Placee and that none of the Company, the Joint Bookrunners, their respective affiliates or their or its respective affiliates' agents, directors, officers or employees, respectively, shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under 'Conditions of the Placing' above and will not be capable of rescission or termination by it after oral confirmation by a Joint Bookrunner following the close of the Bookbuild.
Representations and warranties
By agreeing to subscribe for Placing Shares, each Placee which enters into a commitment to subscribe for Placing Shares will (for itself and any person(s) procured by it to subscribe for Placing Shares and any nominee(s) for any such person(s)) be deemed to acknowledge, understand, represent and warrant to each of the Company, the Company's registrar (the "Registrar"), the Investment Manager, the Joint Bookrunners and the Placing Agent that:
(a) in agreeing to subscribe for Placing Shares under the Placing, it is relying solely on this Announcement issued by the Company and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Placing. It agrees that none of the Company, the Investment Manager, the Joint Bookrunners, the Placing Agent or the Registrar, nor any of their respective officers, agents or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have against any such persons in respect of any other information or representation;
(b) if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Placing Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory or jurisdiction and that it has not taken any action or omitted to take any action which will or might reasonably be expected to result in the Company, the Investment Manager, the Joint Bookrunners, the Placing Agent or the Registrar or any of their respective officers, agents or employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;
(c) it has carefully read and understands this Announcement in its entirety and acknowledges that it is acquiring Placing Shares on the terms and subject to the conditions set out in this Announcement, the Articles in force as at the date of Admission and the contract note and/or placing confirmation, as applicable, referred to in paragraph ((k)) below (the "Contract Note" or the "Placing Confirmation"); or the Placing Letter (if any);
(d) it has not relied on the Joint Bookrunners, the Placing Agent or any person affiliated with it in connection with any investigation of the accuracy of any information contained in this Announcement;
(e) the content of this Announcement is exclusively the responsibility of the Company and neither the Joint Bookrunners, the Placing Agent, the Investment Manager, the Registrar nor any person acting on their respective behalf nor any of their respective affiliates are responsible for or shall have any liability for any information, representation or statement contained in this Announcement or any information published by or on behalf of the Company and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;
(f) no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this Announcement and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Investment Manager, the Registrar, the Joint Bookrunners or the Placing Agent;
(g) it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;
(h) the price per Placing Share is fixed at the Placing Price and is payable to the Joint Bookrunners on behalf of the Company in accordance with the terms of this Announcement and, as applicable, in the Contract Note and/or Placing Confirmation and the Placing Letter (if any);
(i) it has the funds available to pay in full for the Placing Shares for which it has agreed to subscribe and that it will pay the total subscription in accordance with the terms set out in this Announcement and, as applicable, as set out in the Contract Note and/or Placing Confirmation and the Placing Letter (if any) on the due time and date;
(j) its commitment to acquire Placing Shares under the Placing will be agreed orally or in writing (which shall include by email) with a Joint Bookrunner as agent for the Company and that a Contract Note and/or Placing Confirmation will be issued by a Joint Bookrunner as soon as possible thereafter. That oral confirmation or written agreement will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and, the Joint Bookrunners and the Placing Agent to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Announcement and, as applicable, in the Contract Note and/or Placing Confirmation and the Placing Letter (if any) and in accordance with the Articles in force as at the date of Admission. Except with the consent of the Joint Bookrunners such oral commitment will not be capable of variation or revocation after the time at which it is made;
(k) its allocation of Placing Shares under the Placing will be evidenced by Contract Note and/or Placing Confirmation, as applicable, confirming: (i) the number of Placing Shares that such Placee has agreed to acquire; (ii) the aggregate amount that such Placee will be required to pay for such Placing Shares; and (iii) settlement instructions to pay a Joint Bookrunner as agent for the Company. The terms of this Announcement will be deemed to be incorporated into that Contract Note and/or Placing Confirmation;
(l) settlement of transactions in the ordinary shares of the Company following Admission will take place in CREST but the Joint Bookrunners reserve the right in their absolute discretion to require settlement in certificated form if, in its opinion, delivery or settlement is not possible or practicable within the CREST system within the timescales previously notified to the Placee (whether orally, in the Contract Note and/or Placing Confirmation, in the Placing Letter or otherwise) or would not be consistent with the regulatory requirements in any Placee's jurisdiction;
(m) none of the ordinary shares of the Company have been or will be registered under the laws of any member state of the European Economic Area ("EEA") (a "Member State") (other than in respect of marketing to professional investors in the Republic of Ireland and the Netherlands), the United States, Canada, Japan, Australia, the Republic of South Africa or any other jurisdiction where the extension or availability of the Placing would breach any applicable law. Accordingly, the Placing Shares may not be offered, sold, issued or delivered, directly or indirectly, within any Member State (other than to professional investors in the Republic of Ireland and the Netherlands), United States, Canada, Japan, Australia, the Republic of South Africa or any other jurisdiction where the extension or availability of the Placing would breach any applicable law unless an exemption from any registration requirement is available;
(n) it: (i) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions; (ii) has fully observed the laws of all relevant jurisdictions; (iii) has the requisite capacity and authority and is entitled to enter into and perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;
(o) within the United Kingdom it is: (i) a qualified investor within the meaning of the UK Prospectus Regulation; (ii) a person who falls within Articles 49(2)(a) to (d), 19(1) or 19(5) of the FPO or is a person to whom the Placing Shares may otherwise lawfully be offered whether under such Order or otherwise; and (iii) if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations;
(p) if it is a resident in a Member State, it is (a) a "qualified investor" within the meaning of the Article 2(e) of the EU Prospectus Regulation; and (b) otherwise permitted to be marketed to in accordance with the provisions of the Alternative Investment Fund Managers Directive as implemented in the relevant Member State in which it is located;
(q) in the case of any Placing Shares acquired by a Placee as a financial intermediary within the EEA as that term is used in the EU Prospectus Regulation or within the United Kingdom as that term is used in the UK Prospectus Regulation (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any EEA Member State or the United Kingdom other than qualified investors, as that term is defined in the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom or any EEA Member State or the United Kingdom other than qualified investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;
(r) it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;
(s) it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any Member State within the meaning of the EU Prospectus Regulation;
(t) if it is outside the United Kingdom, neither this Announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;
(u) if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Placing Shares, that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any such territory or jurisdiction and that it has not taken any action or omitted to take any action which will or might reasonably be expected to result in the Company, the Investment Manager, the Registrar, the Joint Bookrunners or the Placement Agent, or any of their respective officers, agents, employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;
(v) it does not have a registered address in, and is not a citizen, resident or national of, Canada, Japan, Australia, the Republic of South Africa or any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
(w) if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the United Kingdom) on the date of such Placee's agreement to subscribe for Placing Shares under the Placing and will not be any such person on the date any such agreement to subscribe under the Placing is accepted;
(x) (i) it has communicated or caused to be communicated and will communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares only in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person; and (ii) that no Placing Document is being issued by a Joint Bookrunner or the Placing Agent in its capacity as an authorised person under section 21 of the FSMA;
(y) it is aware of and acknowledges that it is required to comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the in, from or otherwise involving, the United Kingdom;
(z) it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, the Market Abuse Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
(aa) it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement or any other offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any US Persons, nor will it do any of the foregoing;
(bb) no action has been taken, or will be taken, in any jurisdiction other than the United Kingdom that would permit a public offering of the Placing Shares in any country or jurisdiction where action for the purpose is required;
(cc) If (a) it is a US Person, it is a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act that is also a "qualified purchaser" ("QP") as defined in Section 2(a)(51) of the US Investment Company Act of 1940, as amended (the "Investment Company Act"), and has acknowledged and complied with all of the requirements as set out under the heading "United States Purchase and Transfer Restrictions" below, including the delivery of a signed investor representation letter to the Company and the Joint Bookrunners or (b) it is not a US Person, that (i) the Placing Shares have not been or will be registered under the Securities Act and are being offered outside the United States in compliance with Regulation S and that it is purchasing such Placing Shares outside the United States in compliance with such regulations; (ii) the Company has not registered, and does not intend to register, as an investment company under the Investment Company Act and the Placing Shares may only be transferred under circumstances which will not result in the Company being required to register under the Investment Company Act and (iii) that, in each case, it agrees to sell, transfer, assign, pledge or otherwise dispose of the Placing Shares to non-US Persons in "offshore transactions" as defined in and in compliance with Regulation S (which includes, for the avoidance of doubt, any bona fide sale on the London Stock Exchange's Main Market) or in transactions that are exempt from registration under the Securities Act and do not require the Company to register under the Investment Company Act.
(dd) neither the Joint Bookrunners nor the Placing Agent nor any of their respective affiliates, nor any person acting on Joint Bookrunners' or Placing Agent's behalf is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and its participation in the Placing is on the basis that it is not and will not be a client of the Joint Bookrunners or the Placing Agent and that neither the Joint Bookrunners nor the Placing Agent has any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertaking or indemnities otherwise required to be given by it in connection with its application under the Placing;
(ee) save in the event of fraud on the part of a Joint Bookrunner or the Placing Agent (as applicable), none of the Joint Bookrunners nor the Placing Agent or any direct or indirect subsidiaries of them or any other member of their respective groups, nor any of their respective directors, members, partners, officers and employees shall be responsible or liable to a Placee or any of its clients for any matter arising out of the Joint Bookrunner's or Placing Agent's (as applicable role as bookrunner or placing agent (as applicable) or otherwise in connection with the Placing and that where such responsibility or liability nevertheless arises as a matter of law, the Placee and, if relevant, its clients, will immediately waive any claim against such persons which the Placee or any of its clients may have in respect thereof;
(ff) that where it is subscribing for Placing Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account; (i) to subscribe for the Placing Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Announcement; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or the Joint Bookrunners. It agrees that the provision of this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account;
(gg) it irrevocably appoints any director of the Company and any director or duly authorised employee or agent of a Joint Bookrunner to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Placing Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;
(hh) if the Placing does not proceed or the conditions to the Placing Agreement are not satisfied or the Placing Shares for which valid applications are received and accepted are not admitted to the Official List of the FCA and to trading on the London Stock Exchange for any reason whatsoever then none of the Joint Bookrunners, the Placing Agent nor the Company, the Investment Manager and persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;
(ii) in connection with its participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 in force in the United Kingdom (the "Money Laundering Regulations"); or (ii) subject to the Money Laundering Directive (2015/849/EC of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Regulations;
(jj) due to anti-money laundering requirements, the Joint Bookrunners, the Placing Agent and/or the Company may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, the Joint Bookrunners and the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify the Joint Bookrunners, the Placing Agent and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been required has not been provided by it in a timely manner;
(kk) it acknowledges and agrees that information provided by it to the Company or the Registrar will be stored both on the Company's and the Registrar's computer system and manually. It acknowledges and agrees that for the purposes of Data Protection Legislation, the Company, the Registrar, the Company Secretary, the Joint Bookrunners and the Placing Agent are each required to specify the purposes for which they will hold personal data. For the purposes of this document "Data Protection Legislation" shall mean any law applicable from time to time relating to the collection and/or processing of personal data and/or privacy, as in force at the date of this Announcement or as re-enacted, applied, amended, superseded, repealed or consolidated, including without limitation, the UK GDPR (as defined in the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019/419), the UK Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679) and the Privacy and Electronic Communications (EC Directive) Regulations 2003, in each case including any legally binding regulations, directions and orders issued from time to time under or in connection with any such law. The privacy notice of the Company setting out how personal data will be used, stored, transferred or otherwise processed is available on the Company's website at www.greencoat-ukwind.com. For the purposes of the Data Protection Legislation, the Company, the Registrar, the Joint Bookrunners and the Placing Agent will only use such information for the purposes set out below (collectively, the "Purposes"). Such personal data will be held and processed for the following Purposes, being to:
(a) process its personal data (special categories of personal data (as defined in applicable Data Protection Legislation)) as required for or in connection with the holding of Placing Shares, including processing personal data in connection with credit and money laundering checks on it and effecting the payment of dividends and other distributions to shareholders;
(b) evaluating and complying with any anti-money laundering, regulatory and tax requirements in the respect of the Company;
(c) meeting the legal, regulatory, reporting and/or financial obligations of the Company in the UK or elsewhere;
(d) communicate with it as necessary in connection with the proper running of its business affairs and generally in connection with the holding of Placing Shares;
(e) provide personal data to such third parties as are or shall be necessary in connection with the proper running of its business affairs and generally in connection with the holding of Placing Shares or as Data Protection Legislation may require, including to third parties outside the United Kingdom or the EEA (subject to the use of a transfer mechanism which is approved at the relevant time by the European Commission or any other regulatory body which has or acquires the right to approve methods of transfer of personal data outside the UK); and
(f) process its personal data for the purpose of their internal record-keeping and reporting obligations.
(ll) in providing the Company, the Registrar, the Joint Bookrunners and the Placing Agent with information, and to the extent that such information relates to a third party procured by a Placee to subscribe for Placing Shares and any nominee for any such person, it hereby represents and warrants to the Company, the Registrar, the Joint Bookrunners and the Placing Agent that it has obtained any necessary consents of the data subject whose data it has provided, to the Company, the Registrar, the Joint Bookrunners and the Placing Agent and their respective associates holding and using their personal data for the Purposes (including, where required, special categories of personal data (as defined in applicable Data Protection Legislation) for the Purposes set out in paragraph (kk) above) and will make the list of "Purposes" for which the Company, the Registrar, the Joint Bookrunners and the Placing Agent will process the data (as set out in clause (kk) of this Agreement) available to all data subjects whose personal data may be shared by it in the performance of this Agreement;
(mm) the representations, undertakings and warranties contained in this Announcement and, as applicable, in the Contract Note and/or Placing Confirmation and the Placing Letter (if any) are irrevocable. It acknowledges that the Joint Bookrunners, the Placing Agent and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, warranties and undertakings, and it agrees that if any of the representations, warranties or undertakings made or deemed to have been made by its subscription of the Placing Shares are no longer accurate, it shall promptly notify the Joint Bookrunners and the Company;
(nn) where it or any person acting on behalf of it is dealing with the Joint Bookrunners, any money held in an account with the Joint Bookrunners on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require the Joint Bookrunners to segregate such money, as that money will be held by the Joint Bookrunners under a banking relationship and not as trustee;
(oo) any of its clients, whether or not identified to the Joint Bookrunners, will remain its sole responsibility and will not become clients of the Joint Bookrunners for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;
(pp) the allocation of Placing Shares shall be determined by the Joint Bookrunners in its absolute discretion (in consultation with the Company and the Investment Manager) and that the Joint Bookrunners may scale down any commitments for this purpose on such basis as it may determine (which may not be the same for each Placee);
(qq) time shall be of the essence as regards its obligations to settle payment for the Placing Shares and to comply with its other obligations under the Placing;
(rr) it authorises Joint Bookrunners to deduct from the total amount subscribed under the Placing the commission (if any) payable to the Joint Bookrunners, the Placing Agent in accordance with the terms of the Placing Agreement;
(ss) the commitment to subscribe for Placing Shares on the terms set out in this Announcement and, as applicable, in the Contract Note and/or Placing Confirmation and the Placing Letter (if any) will continue notwithstanding any amendment that may in the future be made to the terms of the Placing and that it will have no right to be consulted or require that its consent be obtained with respect to the Company's conduct of the Placing; and
(tt) the Company, the Investment Manager, the Registrar, the Joint Bookrunners and the Placing Agent will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings and acknowledgements. You agree to indemnify and hold each of the Company, the Investment Manager, the Registrar, the Joint Bookrunners, the Placing Agent and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach of the representations, warranties, undertakings, agreements and acknowledgements in this Announcement.
United States purchase and transfer restrictions
By participating in the Placing, each Placee that is located within the United States or who is, or is acting for the account or benefit of, a US Person acknowledges and agrees that it will (for itself and any person(s) procured by it to subscribe for Placing Shares and any nominee(s) for any such person(s)) be further deemed to represent and warrant to each of the Company, the Investment Manager, the Registrar, the Joint Bookrunners and the Placing Agent that:
(a) it is a QIB that is also a QP and has delivered to the Company and the Joint Bookrunners a signed US investor representation letter;
(b) it confirms that: (i) it was not formed for the purpose of investing in the Company; and (ii) it is acquiring an interest in the Placing Shares for its own account as principal, or for the account of one or more other persons who are able to and who shall be deemed to make all of the representations and agreements in this section entitled "United States Purchase and Transfer Restrictions" and in the US investor representation letter and for whom it exercises sole investment discretion;
(c) It understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
(d) it acknowledges that the Company has not registered, and does not intent to register, as an investment company under the Investment Company Act and that the Company has put in place transfer and offering restrictions with respect to persons located in the United States and US Persons described herein so that the Company will qualify for the exemption provided under Section 3(c)(7) of the Investment Company Act and to ensure that the Company will not be required to register as an investment company;
(e) it will not be entitled to the benefits of the Investment Company Act;
(f) it is knowledgeable, sophisticated and experienced in business and financial matters and it fully understands the limitations on ownership and transfer and the restrictions on sales of the Placing Shares;
(g) it is able to bear the economic risk of its investment in the Placing Shares and is currently able to afford the complete loss of such investment and is aware that there are substantial risks incidental to the purchase of the Placing Shares;
(h) no portion of the assets used to purchase, and no portion of the assets used to hold, the Placing Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Code. In addition, if an investor is a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its purchase, holding, and disposition of the Placing Shares must not constitute or result in a non-exempt violation of any such substantially similar law;
(i) that if any Placing Shares are issued in certificated form, then such certificates evidencing ownership will contain a legend substantially to the following effect unless otherwise determined by the Company in accordance with applicable law:
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), AND THIS SECURITY OR ANY BENEFICIAL INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. BY PURCHASING THE SECURITY REPRESENTED HEREBY THE HOLDER OF THIS SECURITY OR ANY BENEFICIAL INTEREST THEREIN AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT OR (II) TO A PERSON WITHIN THE UNITED STATES, OR TO A US PERSON, THAT IS BOTH A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT AND A "QUALIFIED PURCHASER" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT, IN EACH OF CASES (I) OR (II) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THE COMPANY AND ITS REGISTRAR WILL REFUSE TO REGISTER A TRANSFER TO A US PERSON THAT DOES NOT MEET THE REQUIREMENTS REFERRED TO IN (II) ABOVE. THE COMPANY AND ITS ADMINISTRATOR MAY REFUSE TO REGISTER A TRANSFER THAT DOES NOT MEET THE RESTRICTIONS REFERRED TO HEREIN. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE OF THESE SHARES OF THE RESALE RESTRICTIONS REFERRED TO HEREIN.
THE HOLDER OF THIS SECURITY AND ANY SUBSEQUENT TRANSFEREE WILL BE DEEMED TO REPRESENT, WARRANT AND AGREE THAT NO PORTION OF THE ASSETS USED TO PURCHASE, AND NO PORTION OF THE ASSETS USED TO HOLD, THE ORDINARY SHARES OR ANY BENEFICIAL INTEREST THEREIN CONSTITUTES OR WILL CONSTITUTE THE ASSETS OF (I) AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") THAT IS SUBJECT TO TITLE I OF ERISA; (II) A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT, THAT IS SUBJECT TO SECTION 4975 OF THE CODE; OR (III) AN ENTITY WHICH IS DEEMED TO HOLD THE ASSETS OF ANY OF THE FOREGOING TYPES OF PLANS, ACCOUNTS OR ARRANGEMENTS THAT IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE. IN ADDITION, IF AN INVESTOR IS A GOVERNMENTAL, CHURCH, NON-US OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-US LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE, ITS PURCHASE, HOLDING, AND DISPOSITION OF THE ORDINARY SHARES WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY SUCH SUBSTANTIALLY SIMILAR LAW OR REGULATION."
(j) it understands that the Company will not be registered as an investment company under the Investment Company Act and that: (i) if in the future it decides to offer, resell, pledge or otherwise transfer any of the Placing Shares, such shares may be offered, resold, pledged or otherwise transferred only in accordance with the legend set out above and (ii) it will, and will notify each subsequent holder that they will be required to, notify any subsequent purchaser of the Placing Shares of the resale restrictions referred to in (i) above except, in the case of a transfer through CREST of the Placing Shares in uncertificated form only, if such notification is not possible;
(k) If the Placing Shares are being held in uncertificated form and, at some point in the future, I determine to offer, sell, transfer, assign or otherwise dispose of the Placing Shares: (i) It will do so only in a transaction (a "Disposition") executed on or through the facilities of the London Stock Exchange; (ii) neither it nor any person acting on its behalf will prearrange such Disposition with a buyer in the United States or known to be a US Person; (iii) no "directed selling efforts" (as defined in Regulation S) will be made in the United States in connection with such Disposition by it, any of its affiliates or any person acting on its or their behalf; and (iv) no offer will be made to a person in the United States or to a person known to be a US Person in connection with such Disposition by it or any person acting on its behalf.
(l) it agrees that the Company may require a certification in support of any transfer, in form and substance satisfactory to the Company and agree that the Company, the registrar or any transfer agent may reasonably require additional evidence or documentation supporting compliance with applicable securities laws, and, prior to the registration of any transfer, the Company may require of a proposed transferee or transferor such certifications, notifications, agreements and warranties and legal opinions of duly qualified counsel as they may reasonably require (including, but not limited to, that the transferee is not a US Person or is a US Person that is a QIB and a QP), so as to ensure the proposed transferee would be entitled to hold the same in accordance with these provisions and that all applicable laws will be or would have been complied with. It understands that the Company, the registrar and transfer agent for the Placing Shares will not be required to accept for registration of transfer any Placing Shares by it except upon presentation of evidence satisfactory to the Company and the transfer agent that the foregoing restrictions on transfer have been complied with.
(m) it acknowledges that the Company reserves the right to make inquiries of any holder of the Placing Shares or interests therein at any time as to such person's status under the US federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the US securities laws to transfer such Placing Shares or interests in accordance with the Articles (as amended from time to time); and
(n) the Company is required to comply with the U.S. Foreign Account Tax Compliance Act of 2010 and any regulations made thereunder or associated therewith (for the purposes of this Part II, "FATCA") and that the Company will follow FATCA's extensive reporting and withholding requirements. The Placee agrees to furnish any information and documents which the Company may from time to time request, including but not limited to information required under FATCA.
The Company, the Investment Manager, the Joint Bookrunners, the Placing Agent and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.
If any of the representations, warranties, acknowledgments or agreements made by the Placee are no longer accurate or have not been complied with, the Placee will immediately notify the Company.
Supply and disclosure of information
If the Joint Bookrunners, the Placing Agent, the Registrar or the Company or any of their agents request any information about a Placee's agreement to subscribe for Placing Shares under the Placing, such Placee must promptly disclose it to them and ensure that such information is complete and accurate in all respects.
Miscellaneous
The rights and remedies of the Company, the Investment Manager, the Joint Bookrunners, the Placing Agent and the Registrar under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
On application, if a Placee is an individual, that Placee may be asked to disclose in writing or orally, his nationality. If a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee to the Joint Bookrunners.
Each Placee agrees to be bound by the Articles (as amended from time to time) once the Placing Shares, which the Placee has agreed to subscribe for pursuant to the Placing, have been acquired by the Placee. The contract to subscribe for Placing Shares under the Placing and the appointments and authorities mentioned in this Announcement and all disputes and claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Company, the Investment Manager, the Joint Bookrunners, the Placing Agent and the Registrar, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against the Placee in any other jurisdiction.
In the case of a joint agreement to subscribe for Placing Shares under the Placing, references to a "Placee" in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.
The Joint Bookrunners and the Company expressly reserve the right to modify the Placing (including, without limitation, the timetable and settlement) at any time before allocations are determined. The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated. Further details of the terms of the Placing Agreement are set out above under the heading "The Placing".
The agreement to settle a Placee's subscription of the Placing Shares (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty from each Placee, that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Joint Bookrunners will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, the Joint Bookrunners, the Placing Agent and its affiliates in the event that any of the Company and/or the Joint Bookrunners and/or the Placing Agent have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.
[1]These are targets only and not profit forecasts. There can be no assurance that these targets can or will be met and they should not be seen as an indication of the Company's expected or actual results of returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in new ordinary shares or assume that the Company will make any distributions at all.
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