Placing

RNS Number : 2280D

Gresham House Energy Storage Fund

17 February 2020

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

17 February 2020

Gresham House Energy Storage Fund PLC (the "Company")

Placing

Further to the announcement released on 6 February 2020, the Company is today announcing a placing (the "Placing") of Ordinary Shares and providing guidance on the estimated net asset value as at 31 December 2019.

Highlights

o  Placing of new Ordinary Shares (the "Placing Shares"), on a non-pre-emptive basis, to raise up to £30 million at a price to be determined based on investor demand;

o  Proceeds will be used, alongside an element of consideration in the form of new Ordinary Shares, to fund the purchase of the operational asset identified as the Potential Acquisition in the Company's announcement released on 6 February 2020; to fund a 10MW extension at Glassenbury; and to provide increased general working capital;

o  Dividend declared today of one penny per Ordinary Share in respect of the three months to 31 December 2019. Placing Shares will not rank for this dividend;

o  Net asset value as at 31 December 2019 is not finalised and is subject to audit but is expected to be in the region of 101 pence per Ordinary Share.

The Placing

The Placing is being launched immediately following this announcement when Cantor Fitzgerald Europe ("Cantor Fitzgerald") will commence a book-building process to determine the level of demand from potential investors for participation in the Placing. The number of Placing Shares to be issued and the issue price per Placing Share (the "Placing Price") will be agreed between Cantor Fitzgerald and the Company following close of the book-build at 2.00 p.m. on 2 March 2020, and announced shortly thereafter.

The Placing Shares are not being offered at a fixed price. To bid in the book-build, prospective investors should communicate their bid (or bids) by telephone to their usual sales contact at Cantor Fitzgerald. Each bid should state the number of Placing Shares for which the prospective investor wishes to subscribe and the price or price range that the prospective investor is offering to pay; any bid price must be for a full pence or half pence amount.

The Placing Price will be in excess of the Company's estimated net asset value per Ordinary Share as at 31 December 2019, being in the region of 101 pence per Ordinary Share, plus the costs of the Placing. Information on the unaudited estimate of net asset value per Ordinary Share is set out under "Net asset value" below.

The closing mid-market price of the Company's Ordinary Shares on the Specialist Fund Segment of the London Stock Exchange's main market on 14 February 2020 was 109 pence per Ordinary Share.

When issued, the Placing Shares will rank pari passu with the existing Ordinary Shares in issue but for the avoidance of doubt will be ineligible for the dividend payable in respect of the period from 1 October 2019 to 31 December 2019, announced today.

Cantor Fitzgerald is acting as sole bookrunner in connection with the Placing.

Further details of the Placing are set out below under the heading "Further details of the Placing".

Use of proceeds

Potential Acquisition

As announced on 6 February 2020, Gresham House Asset Management Limited (the "Manager") has identified a significant operational project, which the vendor has advised has the potential for expansion to over 50MW, subject to attainment of necessary consents (the "Potential Acquisition"). The Board and the Manager believe (subject to completion of due diligence) that the Potential Acquisition, which is the subject of a signed term sheet and exclusivity period with the vendors, will be accretive to the Company's portfolio yield.

The Manager believes (subject to due diligence) that this project has a proven revenue performance, and the purchase valuation would be set relative to demonstrable historical accounts.  To compensate the vendors for providing the Company with a lower risk acquisition, it is expected that a final consideration amount will become payable if revenues exceed forecasted levels, as they are expected to if the project is expanded as referred to above.

The vendors have agreed to receive a portion of the initial consideration and the majority of the deferred consideration in newly issued Ordinary Shares in the Company.  The deferred consideration is expected to be settled approximately 18 months after the date of the acquisition.

As a consequence, the Potential Acquisition is expected to be accretive to NAV per Ordinary Share. The planned expansion in capacity would also be expected to create further earnings accretion for the Company.

The Placing is not conditional on the Potential Acquisition proceeding. If the Potential Acquisition does not proceed, the relevant proceeds from the Placing will be available for working capital purposes and for further investments as and when identified.

Glassenbury extension

In addition, having completed the acquisition of the Glassenbury project in December 2019, which holds a 40MW EFR contract on a site with a 50MW grid connection, the Manager has identified the opportunity to add value to the project through the exploitation of the unused grid capacity by building out a 10MW extension to the project ("Glassenbury B"). In addition, the Manager has identified the potential acquisition of a Capacity Market contract that fits within this project extension.  Glassenbury B will be separately metered.

This extension is subject to receipt of planning permission; however, the local authority has been consulted and the Manager is confident that planning permission will be granted if the extension is appropriately designed.

The proposed Glassenbury B project follows a reassessment of the opportunity to extend the Littlebrook project by 5MW. The Company will no longer carry out this extension but redeploy equipment ordered for Littlebrook at Glassenbury B.  The potential returns for Glassenbury B are higher than the potential Littlebrook 5MW extension because the Glassenbury B project:

·    is twice as large as the potential Littlebrook extension;

·    can accommodate a Capacity Market contract, starting in October 2020 and earning £22,500 per MW in 2016 real terms. This contract is in the process of being acquired;

·    has lower estimated operational costs than those of the extended Littlebrook as there will only be incremental O&M costs. Lease costs and grid connection costs will not increase from the levels already in place at Glassenbury; and

·    is easier to build as the Glassenbury site is spacious.

The balance of net proceeds from the Placing will provide increased general working capital.

Net asset value

The Company's financial year end is at 31 December 2019 and it is expected that the audited financial statements will be published in March 2020. Based on unaudited valuations, the Company estimates its net asset value as at 31 December 2019 to be in the region of 101 pence per Ordinary Share.  This compares with a net asset value for the period ending 30 September 2019 of 99.19 pence per Ordinary Share.

A factor in the estimated change in the net asset value has been a reduction in the weighted average discount rate to 11.2% as at 31 December 2019, compared with c.12% as at 30 September 2019. In line with market practice, the Company has used differential discount rates for different revenue streams.

In estimating the 31 December 2019 net asset value, the Company's recent acquisitions have been valued at cost, in accordance with private equity valuation guidelines. Such acquisitions represent approximately 26 per cent of the unaudited investment valuation as at 31 December 2019.  Had these recent acquisitions been valued in accordance with the methodology applied to other projects, as they are likely to be in the future, this would have had a positive impact on the relevant unaudited project valuations and consequently on the net asset value.

Dividend

The Company announced today that it will pay a final one penny per Ordinary Share for the three month period ended 31 December 2019 and is pleased to report that it has met its target of declaring total dividends of 4.5 pence per Ordinary Share for the initial period to the end of 2019.

The Company also reaffirms its 7 pence target for FY 2020.

This is a target only and is based on current market conditions as at the date of this announcement and is not a profit forecast.  There can be no assurance that this target will be met or that the Company will make any distributions at all. This target should not be taken as an indication of the Company's expected or actual current or future results. The Company's actual return will depend upon a number of factors, including but not limited to the Company's net assets, income and the Company's ongoing charges figure. Potential investors should decide for themselves whether or not the return is reasonable and achievable in deciding whether to invest in the Company.

Review of 2019

2019 was a transitional year for the Company. 

The portfolio evolved from a Seed Portfolio of five projects totalling 70MW earning contracted and availability-based FFR revenues to a portfolio of 174MW, with all Seed Portfolio projects having been upgraded to larger batteries to be able to execute the more diversified business model of Asset Optimisation. There are also preparations for another potential c.160MW of capacity to be integrated into the Company on acquisition.

Key points for 2019 include:

·    Four new assets were acquired in addition to the Seed Portfolio, of which two had been developed by Gresham House Devco Limited and Noriker Power Ltd and two were acquired from unrelated vendors;

·    Dividends paid or declared in line with the target for the initial period to 31 December 2019;

·    FFR uptime and performance was in the very high nineties in percentage terms;

·    The Capacity Market was reinstated in October 2019 following a decision by the EU that it is compatible with state aid rules, re-confirming the value of Capacity Market contracts;

·    Full Triad revenues for the Winter of 2018/19 were achieved;

·    In the latter part of the year initial trading revenues were impacted by battery upgrade works and installation of trader interface software on the sites.  All works are now completed;

·    Following these substantial upgrade works, all projects have battery durations of 1hr 15mins to 1hr 30mins, with the exception of the Staunch, Glassenbury and Cleator Moor projects.  The upgraded projects have entered agreements with EDF, Flexitricity, KiWi Power and Habitat Energy as third party asset optimisers;

·    The Glassenbury and Cleator Moor projects, acquired in December 2019, earn contracted, availability-based, EFR revenues until early 2022 and it is expected that they will then be upgraded to enable Asset Optimisation.

Outlook

Looking forward, the Manager foresees that the realisation of various opportunities during 2020 and 2021 has the potential to drive greater dividend coverage from H2 2020.  The elimination of cash drag is a significant factor in this. In addition, the start of valuable Capacity Market contracts in October 2020 and 2021; expected O&M cost reductions during 2020; reduced import connection standing charges from April 2021; a larger portfolio of projects and more recently-acquired projects being bought at lower valuations, all contribute meaningfully to improved coverage from 2021.

During 2020, the Company expects the portfolio capacity to increase to c.334MW by the addition of projects at Wickham Market (50MW), Thurcroft (50MW), the Potential Acquisition and its extension (c.50MW), and Glassenbury B (10MW). This increase should drive improved cover of the Company's fixed costs and provide scale, which the Manager expects will reduce costs at the project level.

Clearly market trading conditions, being merchant in nature, can be lower or higher than expected.  It is notable that the Manager's base case assumes that between a quarter and a third of group revenues will be contracted in 2020 and in 2021 while the remaining revenues are merchant.  Further, relating to merchant revenues, experience to date shows that positive results are produced the majority of the time.  The Manager, with the Company's asset optimisation counterparties, aims to maximise revenues and therefore it is possible that the actual split between contracted and merchant revenues achieved will vary from the Manager's base case range indicated above.

Further details of the Placing

Application will be made for the Placing Shares to be admitted to trading on the Specialist Fund Segment of the London Stock Exchange's main market ("Admission"). Admission is expected to occur and dealings in the Placing Shares to commence at 8.00 a.m. on 5 March 2020.

The Company will announce to the market the Placing Price and the total number of Placing Shares to be issued. Placees will be notified by Cantor Fitzgerald of the number of Placing Shares that they are being allotted. Cantor Fitzgerald and the Company reserve the right to set a maximum percentage of Placing Shares that may be allocated to any one investor.

The Placing is conditional, inter alia, on Admission. The Placing is not conditional on exchange of contracts or completion of the Potential Acquisition. If the relevant authorities are not obtained at the general meeting of the Company being held at 10.00 a.m. on 27 February 2020 then the Placing may be scaled back in accordance with the Company's existing authorities for share issuance and disapplication of pre-emption rights.

The Placing is subject to the terms and conditions set out in this announcement (and forming part of this announcement) under the section below headed "Terms and conditions of application under the Placing".

Cantor Fitzgerald will today commence a bookbuild process in respect of the Placing at the Placing Price. The Placing will be non-pre-emptive and the book will open with immediate effect following this announcement and is expected to close no later than 2.00 p.m. in London on 2 March 2020 but may be closed earlier or later at the discretion of the Company, in consultation with Cantor Fitzgerald.

Details of the number of Placing Shares to be issued pursuant to the Placing will be determined by the Company (following consultation with Cantor Fitzgerald and the Manager) and will be announced as soon as practicable after the close of the Placing. In the event of oversubscription of Placing Shares, applications may be scaled back at Cantor Fitzgerald's discretion, in consultation with the Company and the Manager. The Placing Shares will be allocated at the discretion of Cantor Fitzgerald in consultation with the Company and the Manager.

Application will be made for admission of the Placing Shares to trading on the Specialist Fund Segment of the London Stock Exchange's main market as described above under "Settlement and admission to trading". Admission may occur at such other time and/or date as may be announced by the Company after the close of the Placing.

By choosing to participate in the Placing and by making a legally binding commitment to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety and to be making such offer to participate on the terms and subject to the conditions contained in this announcement, and to be providing the representations, warranties and acknowledgements contained in this announcement.

The Board reserves the right to increase the size of the Placing, subject to investor demand and sufficient authorities in relation to share issuance and disapplication of pre-emption rights.

The Company confirms that all inside information which the Directors and Company may have had has been notified to a Regulated Information Service.

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Company's circular dated 6 February 2020, which can be found on the Company's website at newenergy.greshamhouse.com/esfplc/.

Expected timetable

Placing opens	17 February 2020
Placing closes	2.00 p.m. on 2 March 2020
Results of Placing and Placing Price announced	3 March 2020
Admission of Placing Shares	8:00 a.m. on 5 March 2020

Dealing codes

Ticker	GRID
ISIN	GB00BFX3K770
SEDOL	BFX3K77

Further information

Gresham House Asset Management Limited  Ben Guest	[phone]
Cantor Fitzgerald Europe        Richard Harris (Sales) Robert Peel (Corporate Finance) Alan Ray (Corporate Finance)	[phone] [phone] [phone]
KL Communications Charles Gorman Camilla Esmund Alex Hogan	[e-mail] [phone]

About the Company and the Manager

Gresham House Energy Storage Fund PLC owns a portfolio of utility-scale operational energy storage systems (known as ESS) located in Great Britain. The portfolio has a total capacity of 174MW. The Company is managed by Gresham House Asset Management Limited under the leadership of Ben Guest. The Company was admitted to trading on the London Stock Exchange (Specialist Fund Segment) on 13 November 2018 having raised £100 million of gross proceeds from investors. Including issuance under the placing programme in 2019, it has now raised a total of approximately £206.7 million of gross proceeds from investors.

The Gresham House New Energy team has a proven track record in developing and operating energy storage and other renewable assets having developed 174MW of Energy Storage Systems and approximately 290MW of predominantly ground-mounted solar projects. Gresham House Asset Management Limited currently manages approximately 208MW of solar and wind energy projects.

Gresham House Asset Management Limited is the FCA authorised operating business of Gresham House plc, a London Stock Exchange quoted specialist alternative asset manager. Gresham House is committed to operating responsibly and sustainably, taking the long view in delivering sustainable investment solutions.

LEI number: 213800MSJXKH25C23D82

DISCLAIMERS

This announcement has been prepared for information purposes only. This announcement is not an offer to sell or a solicitation of any offer to buy the Ordinary Shares in the Company in the United States, Australia, Canada, the Republic of South Africa, the Republic of Ireland or Japan, or any of their respective territories or possessions, or in any other jurisdiction where such offer or sale would be unlawful. No action has been taken by the Company or Cantor Fitzgerald that would permit an offering of any Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Cantor Fitzgerald to inform themselves about, and to observe, such restrictions.

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

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

This communication is only addressed to, and directed at, persons in member states of the European Economic Area (other than the United Kingdom) who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In addition, in the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors: (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.

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

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

The information and opinions contained in this announcement are provided as at the date of the announcement and are subject to change without notice and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, the Manager, Cantor Fitzgerald or any of their affiliates or by any of their respective officers, employees or agents to update or revise publicly any of the statements contained herein. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

The Company has a limited trading history. Potential investors should be aware that any investment in Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. Any data on past performance contained herein is no indication as to future performance and there can be no assurance that any targeted or projected returns will be achieved or that the Company will be able to implement its investment strategy or achieve its investment objectives. Any target returns published by the Company are targets only. There is no guarantee that any such returns can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the target returns of the Company. Risks that the Company is subject to include reliance on third party providers to carry on its business and there being an adverse change in laws or regulations which affect the Company or its portfolio. In addition, if the growth in renewable energy does not continue as expected this may have an adverse impact on the Company's performance. When certain contracts with National Grid Electricity Transmission PLC expire, the Company may not be able to obtain contracts on the same terms or at all which may harm the performance of the Company. The introduction of leverage by the Company may increase the volatility of returns and providers of leverage would rank ahead of investors.

The information in this announcement may include forward-looking statements, which are based on the current expectations, intentions and projections about future events and trends or other matters that are not historical facts and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereof) or other variations thereof or comparable terminology. These forward-looking statements, as well as those included in any related materials, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions about the Company and other factors, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur and actual results may differ materially from those expressed or implied by such forward looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. 

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

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

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Ordinary Shares or passed upon or endorsed the merits of the offering of Ordinary Shares or the adequacy or accuracy of this announcement.

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

Cantor Fitzgerald is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Cantor Fitzgerald is acting for the Company and no one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cantor Fitzgerald or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Cantor Fitzgerald or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities.

TERMS AND CONDITIONS OF APPLICATION UNDER THE PLACING

1. Introduction

Each person which confirms its agreement to Cantor Fitzgerald to subscribe for Placing Shares under the Placing (each a "Placee") will be bound by these terms and conditions and will be deemed to have accepted them.

The Company and/or Cantor Fitzgerald 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) see(s) fit and/or may require any such Placee to execute a separate placing letter (a ''Placing Letter''). The terms herein will, where applicable, be deemed to be incorporated into such Placing Letter.

Subject to the paragraph above, the commitment to acquire Placing Shares under the Placing will be orally agreed with Cantor Fitzgerald as agent for the Company and may be further evidenced in a contract note (a ''Contract Note'') or placing confirmation (a ''Placing Confirmation'') or subscription letter. The terms herein will, where applicable, be deemed to be incorporated into such Contract Note or Placing Confirmation.

2. Agreement to Subscribe for Placing Shares 

Subject to and conditional on:

(a)         admission of the Placing Shares to trading on the Specialist Fund Segment of the London Stock Exchange's main market ("Admission") occurring and becoming effective by 8.00 a.m. (London time) on or prior to 8.00 a.m. on 5 March 2020 (or such later time and/or date, not being later than 8.00 a.m. on 31 March 2020, as the Company and Cantor Fitzgerald may agree);

(b)           Cantor Fitzgerald confirming to the Placees their allocation of Placing Shares;

(c)          the satisfaction of the conditions contained in the placing agreement entered into between Cantor Fitzgerald and the Company dated on or around the date of this announcement (the "Placing Agreement") and the Placing Agreement not having been terminated prior to Admission; and

(d)          the terms and conditions herein and the terms and conditions set out in the Placing Letter and accompanying form of confirmation (if any),

a Placee agrees to become a member of the Company and agrees to subscribe for those Placing Shares allocated to it by Cantor Fitzgerald at the Placing Price.

To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have.

3. Payment for Placing Shares

Each Placee undertakes to pay the Placing Price for the Placing Shares issued to the Placee in the manner and by the time directed by Cantor Fitzgerald. If any Placee fails to pay as so directed and/or by the time required, the relevant Placee shall be deemed hereby to have appointed Cantor Fitzgerald or any nominee of Cantor Fitzgerald as its agent to use its reasonable endeavours to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment shall not have been made as directed, and to indemnify Cantor Fitzgerald and its respective affiliates on demand in respect of any liability for stamp duty and/or stamp duty reserve tax or any other liability whatsoever arising in respect of any such sale or sales.

A sale of all or any of such Placing Shares shall not release the relevant Placee from the obligation to make such payment for such Placing Shares to the extent that Cantor Fitzgerald or its nominee has failed to sell such Placing Shares at a consideration which, after deduction of the expenses of such sale and payment of stamp duty and/ or stamp duty reserve tax as aforementioned, exceeds the Placing Price per Placing Share.

4. Representations and Warranties

By agreeing to subscribe for Placing Shares, each Placee which enters into a commitment to subscribe for such Placing Shares (a "Placing Commitment") 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, represent, warrant and undertake to each of the Company, the Manager, the Company's registrar (the "Registrar") and Cantor Fitzgerald that:

(a)          in agreeing to subscribe for Placing Shares under the Placing, it is relying solely on these terms and conditions and any Contract Note, Placing Confirmation or Placing Letter (as applicable) and not on any other information given, or representation or statement made at any time, by any person concerning the Company, the Placing Shares and/or the Placing. It agrees that none of the Company, the Manager, Cantor Fitzgerald 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 Manager, Cantor Fitzgerald or the Registrar 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;

(c)          it has carefully read and understands the terms herein and has had the opportunity to read the Key Information Document in entirety and acknowledges that it shall be deemed to have notice of all information and representations contained herein and the Key Information Document and is acquiring Placing Shares on the terms and subject to the conditions set out herein, the articles of association of the Company as in force at the date of Admission (the "Articles") and, if applicable, in any Contract Note, Placing Confirmation or Placing Letter;

(d)         it has not relied on Cantor Fitzgerald or any person affiliated with Cantor Fitzgerald in connection with any investigation of the accuracy of any information contained herein;

(e)         the contents of this announcement are exclusively the responsibility of the Company and its Directors and neither Cantor Fitzgerald nor any person acting on its behalf nor any of its affiliates are responsible for or shall have any liability for any information, representation or statement contained herein 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 herein or otherwise;

(f)          it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained herein and, if given or made, any information or representation must not be relied upon as having been authorised by Cantor Fitzgerald, the Company or the Manager;

(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 Sections 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

(h)          it accepts that none of the Placing Shares have been or will be registered under the laws of the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan. Accordingly, the Placing Shares may not be offered, sold, issued or delivered, directly or indirectly, within any of the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan unless an exemption from any registration requirement is available;

(i)            if it is within the United Kingdom, it is a person who falls within Articles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or is a person to whom the Placing Shares may otherwise lawfully be offered under such Order and/or is a person who is a ''professional client'' or an ''eligible counterparty'' within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook (within the Handbook of Rules and Guidance of the Financial Conduct Authority, as amended (the "FCA Rules")), or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations;

(j)           if it is a resident in the European Economic Area ("EEA") (other than the United Kingdom), (i) it is a qualified investor within the meaning of the law in the relevant member state of the EEA ("Member State") implementing Article 2(e) of the Prospectus Regulation and (ii) if that relevant Member State has implemented the Alternative Investment Fund Managers Directive 2011/61/EU (the "AIFM Directive"), that it is a person to whom the Placing Shares may lawfully be marketed under the AIFM Directive or under the applicable implementing legislation (if any) of that relevant Member State;

(k)          in the case of any Placing Shares acquired by a Placee who subsequently resells their Placing Shares as more particularly described in Article 5 of the 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 relevant Member State other than qualified investors, as that term is defined in the paragraph above, or in circumstances in which the prior consent of Cantor Fitzgerald has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any relevant Member State other than qualified investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

(l)            if it is outside the United Kingdom, neither this announcement nor any other offering, marketing or other material in connection with the Placing (if any) 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;

(m)         it does not have a registered address in, and is not a citizen, resident or national of, 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;

(n)          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;

(o)          it has complied with and will comply with all applicable provisions of the Criminal Justice Act 1993 and the regulation (EU) No. 596/2016 of the European Parliament and of the Council of 16 April 2014 on market abuse with respect to anything done by it in relation to the Placing and/or the Placing Shares;

(p)          it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this announcement or any other offering materials concerning the Placing and/or the Placing Shares to any persons within the United States or to any U.S. Persons (having the meaning ascribed to such term in Regulation S promulgated under the U.S. Securities Act of 1933, as amended (the "Securities Act") ("Regulation S")), nor will it do any of the foregoing;

(q)          it represents, acknowledges and agrees to the representations, warranties and agreements as set out under the heading ''United States Purchase and Transfer Restrictions'' in paragraph 5 below;

(r)           it acknowledges that neither Cantor Fitzgerald nor any of its affiliates nor any person acting on its behalf is making any recommendations to it, 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 participation in the Placing is on the basis that it is not and will not be a client of Cantor Fitzgerald and that Cantor Fitzgerald does not have 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;

(s)           it acknowledges 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 Cantor Fitzgerald. It agrees that the provision of this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account;

(t)           if it is acting as a ''distributor'' (for the purposes of the product governance requirements contained within MiFID II Directive 2014/65/EU ("MiFID II"), Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II local implementing measures (together, the ''MiFID II Product Governance Requirements''):

(i)            it acknowledges that the target market assessment undertaken by the Manager (being the AIFM (within the meaning of the AIFM Directive)) and Cantor Fitzgerald does not constitute: (A) an assessment of suitability or appropriateness for the purposes of MiFID II; or (B) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels;

(ii)           notwithstanding any target market assessment undertaken by the AIFM and Cantor Fitzgerald, it confirms that it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Placing Shares and that it has considered the compatibility of the risk/reward profile of such Placing Shares with the end target market; and

(iii)          it acknowledges that the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and capital protection cannot be guaranteed on the Placing Shares; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed 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;

(u)          it irrevocably appoints any director of the Company and any director of Cantor Fitzgerald 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;

(v)          it accepts that if the Placing of the Placing Shares does not proceed or the Placing Shares for which valid applications are received and accepted are not admitted to trading on the Specialist Fund Segment for any reason whatsoever then none of Cantor Fitzgerald or the Company, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, shareholders, partners or representatives, shall have any liability whatsoever to it or any other person;

(w)         in connection with its participation in the Placing of the Placing Shares, 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 (''Money Laundering Legislation''); 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 or 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 Legislation;

(x)          it acknowledges that due to anti-money laundering and the countering of terrorist financing requirements, Cantor Fitzgerald and 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, Cantor Fitzgerald and the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify Cantor Fitzgerald 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;

(y)          it acknowledges that it has been informed that, pursuant to the General Data Protection Regulation 2016/679 (the ''DP Legislation''), the Company and/or the Registrar will, following Admission, hold personal data (as defined in the DP Legislation) relating to past and present shareholders of the Company. Personal data, such as name, postal address and email address will be retained on record for a period exceeding five years after it is no longer used (subject to any limitations on retention periods set out in applicable law). The Registrar (acting as data processor of the Company) will process such personal data at all times in compliance with DP Legislation and shall only process for the purposes set out in the Company's privacy notice (the ''Purposes'') which is available for consultation on the Company's website at https://greshamhouse.com/online-policy-and-cookies-policy/ (the ''Privacy Notice'') which include to:

(i)            process its personal data to the extent and in such manner as is necessary for the performance of its obligations under its service contract, including as required by or in connection with its holding of Placing Shares, including processing personal data in connection with credit and anti-money laundering checks on it and effecting the payments of dividends and other distributions to the shareholders of the Company;

(ii)           communicate with it as necessary in connection with its affairs and generally in connection with its holding of Placing Shares;

(iii)          comply with the legal and regulatory obligations of the Company and/or the Registrar; and

(iv)         process its personal data for internal administration;

(z)           it acknowledges that where it is necessary to fulfil the Purposes, the Company, Cantor Fitzgerald and the Registrar may disclose personal data to:

(i)            third parties located either within, or outside of the EEA, if necessary for the Registrar to perform its functions, or when it is within its legitimate interests, and in particular in connection with the holding of Placing Shares; or

(ii)           its affiliates, each other or the AIFM and their respective associates, some of which may be located outside the EEA;

(aa)        it acknowledges that any sharing of personal data between the Company, Cantor Fitzgerald or the Registrar with other parties will be carried out in compliance with the DP Legislation and as set out in the Company's Privacy Notice;

(bb)       it acknowledges that by becoming registered as a holder of Placing Shares a person to the extent they are a natural person becomes a data subject (as defined under DP Legislation) and where the registered shareholder is a legal person then its nominated point of contract will be a data subject in respect of his/her name and business related address. In providing the Registrar with information, it hereby represents and warrants to the Company, the Registrar and the AIFM that: (i) it complies in all material aspects with its data controller obligations under DP Legislation, and in particular, it has notified any data subject of the Purposes for which personal data will be used and by which parties it will be used and it has provided a copy of the Company's Privacy Notice and any other data protection notice which has been provided by the Company, Cantor Fitzgerald and/or the Registrar; and (ii) where consent is legally competent and/or required under DP Legislation it has obtained the consent of any data subject to the Company and Registrar and their respective affiliates and group companies, holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes); 

(cc)         it acknowledges that by submitting personal data to Cantor Fitzgerald the Registrar (acting for and on behalf of the Company) where it is a natural person he or she has read and understood the terms of the Company's Privacy Notice;

(dd)       it acknowledges that by submitting personal data to Cantor Fitzgerald and/or the Registrar (acting for and on behalf of the Company) where it is not a natural person it represents and warrants that: (i) it has brought the Company's Privacy Notice to the attention of any underlying data subjects on whose behalf or account it may act or whose personal data will be disclosed to the Company as a result of it agreeing to subscribe for Placing Shares; and (ii) it has complied in all other respects with all applicable data protection legislation in respect of disclosure and provision of personal data to the Company;

(ee)       it acknowledges that where it acts for or on account of an underlying data subject or otherwise discloses the personal data of an underlying data subject, he/she/it shall, in respect of the personal data it processes in relation to or arising in relation to the Placing of Placing Shares:

(i)            comply with all applicable data protection legislation;

(ii)           take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to the personal data;

(iii)          if required, agree with the Company, Cantor Fitzgerald and the Registrar, the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and

(iv)         it shall immediately on demand, fully indemnify each of the Company, Cantor Fitzgerald and the Registrar and keep them fully and effectively indemnified against all costs, demands, claims, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits, business and reputation), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Company, Cantor Fitzgerald and/or the Registrar in connection with any failure by it to comply with the provisions set out above;

(ff)         Cantor Fitzgerald and the Company are entitled to exercise any of their rights under these terms and conditions or any other right in their absolute discretion without any liability whatsoever to it;

(gg)        the representations, undertakings and warranties contained in these terms and conditions are irrevocable. It acknowledges that Cantor Fitzgerald, the Company, the Manager and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Placing Shares are no longer accurate, it shall promptly notify Cantor Fitzgerald and the Company;

(hh)       where it or any person acting on behalf of it is dealing with Cantor Fitzgerald, any money held in an account with Cantor Fitzgerald 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 provisions of the FCA Rules, which therefore will not require Cantor Fitzgerald to segregate such money, as that money will be held by Cantor Fitzgerald under a banking relationship and not as trustee;

(ii)         any of its clients, whether or not identified to Cantor Fitzgerald, will remain its sole responsibility and will not become clients of Cantor Fitzgerald for the purposes of the FCA Rules or for the purposes of any other statutory or regulatory provision;

(jj)          it accepts that the allocation of Placing Shares shall be determined by Cantor Fitzgerald in its absolute discretion but in consultation with the Company and the Manager and that Cantor Fitzgerald in a consultation with the Company and the Manager may scale down any Placing commitments for this purpose on such basis as it may determine;

(kk)        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;

(ll)           it is capable, or the underlying client(s) in the case of applications on behalf of professionally-advised investors are capable themselves, of evaluating the merits and risks of an investment in the Company and have sufficient resources both to invest in potentially illiquid securities and to be able to bear any losses (which may equal the whole amount invested) that may result from the investment;

(mm)     authorises Cantor Fitzgerald to deduct from the total amount subscribed under the Placing the aggregate fees and commissions (if any) calculated at the rate (agreed with the Company) payable on the number of Placing Shares allocated under the Placing;

(nn)       its commitment to acquire Placing Shares will be agreed orally with Cantor Fitzgerald and that a Contract Note or Placing Confirmation may be issued by Cantor Fitzgerald shortly thereafter. That oral confirmation will constitute an irrevocable, legally binding Placing commitment upon that person (who at that point will become a Placee) in favour of the Company and Cantor Fitzgerald to purchase and/or subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in herein and, as applicable, in the Contract Note or Placing Confirmation (or if further applicable, in the Placing Letter). Except with the consent of Cantor Fitzgerald, such oral Placing commitment will not be capable of variation or revocation after the time at which it is made; and 

(oo)       its allocation of Placing Shares under the Placing will be evidenced by the Contract Note or Placing Confirmation, as applicable, confirming: (i) the number of Placing Shares that such Placee has agreed to purchase and/or subscribe for; (ii) the aggregate amount that such Placee will be required to pay for such Placing Shares; and (iii) settlement instructions to pay Cantor Fitzgerald as agent for the Company. The terms herein will be deemed to be incorporated into that Contract Note or Placing Confirmation.  

5. United States purchase and transfer restrictions

By participating in the Placing, each Placee 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 Manager, the Registrar and Cantor Fitzgerald that:   

(a)          it is not a U.S. Person, is not located within the United States and is acquiring the Placing Shares in an offshore transaction meeting the requirements of Regulation S under the Securities Act and it is not acquiring the Placing Shares for the account or benefit of a U.S. Person;

(b)          it acknowledges 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, U.S. Persons absent registration or an exemption from registration under the Securities Act; 

(c)           it acknowledges that the Company has not registered under the Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the Investment Company Act;

(d)          unless the Company expressly consents in writing otherwise, 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 ERISA that is subject to Title I of ERISA; (ii) a ''plan'' as defined in Section 4975 of the U.S. Tax Code, including an individual retirement account or other arrangement that is subject to Section 4975 of the U.S. Tax 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 U.S. Tax Code. In addition, if an investor is a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the U.S. Tax 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;

(e)          that if any Placing Shares offered and sold pursuant to Regulation S under the Securities Act 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: 

''GRESHAM HOUSE ENERGY STORAGE FUND PLC (THE ''COMPANY'') HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE ''INVESTMENT COMPANY ACT''). IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE ''SECURITIES ACT''), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OR AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.''

(f)           if in the future the Placee decides to offer, sell, transfer, assign or otherwise dispose of the Placing Shares, it will do so only in compliance with an exemption from the registration requirements of the Securities Act and under circumstances which will not require the Company to register under the Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Articles;   

(g)          it is purchasing the Placing Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Placing Shares in any manner that would violate the Securities Act, the Investment Company Act or any other applicable securities laws; 

(h)          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 U.S. 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 U.S. securities laws to transfer such Placing Shares or interests in accordance with the Articles;

(i)            it acknowledges and understands that the Company is required to comply with international regimes for the automatic exchange of information to improve tax compliance (including the U.S. Foreign Account Tax Compliance Act ("FATCA") and the OECD's Common Reporting Standards ("CRS")). The Placee agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required to enable it to comply with its obligations under automatic exchange of information regimes;

(j)           it is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Placing Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Manager, Cantor Fitzgerald or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Placing or its acceptance of participation in the Placing; 

(k)          it has received, carefully read and understands the terms and contained herein, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this announcement or any offering materials or presentation (if any) concerning the Placing Shares to within the United States or to any U.S. Persons, nor will it do any of the foregoing; and  

(l)            if it is acquiring any Placing Shares as a fiduciary or agent for one or more accounts, the Placee has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account.

The Company, the Manager, the Registrar, Cantor Fitzgerald 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 investor are no longer accurate or have not been complied with, the Placee will immediately notify the Company and Cantor Fitzgerald.

6. Supply and disclosure of information

If Cantor Fitzgerald, the Registrar, the Manager, 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.

7. Return of application moneys

If any application is not accepted in whole, or is accepted in part only (as a result of any scaling back of any part of an application), or if any contract created by acceptance does not become unconditional, the application moneys or, as the case may be, the balance of the amount paid on application will be returned as soon as reasonably practicable without interest by returning your cheque, or by crossed cheque in favour of the first-named applicant, by post at the risk of the person(s) entitled thereto.

8. Miscellaneous

The rights and remedies of Cantor Fitzgerald, the Registrar and the Company 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.

On application, 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.

Each Placee agrees to be bound by the Articles 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 herein 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 Cantor Fitzgerald, the Company, the Manager, 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.

Any reference herein to:

(i)            any EU directive, EU regulation, EU decision, EU tertiary legislation or provision of the EEA agreement (an "EU Matter") which forms or is to form part of domestic law by application of the European Union (Withdrawal) Act 2018 shall be read on and after the expiry of the transition period as a reference to that EU Matter as it forms (by virtue of the European Union (Withdrawal) Act 2018) part of domestic law and as modified by domestic law from time to time;

(ii)           any EU Matter which has effect in domestic law by application of the UK legislation enacting the "Withdrawal Agreement" (meaning the agreement between the United Kingdom and the EU under Article 50(2) of the Treaty on the European Union which sets out the arrangements for the United Kingdom's withdrawal from the EU (as that agreement is modified from time to time in accordance with any provision of it)) shall be read during the transition period as a reference to an EU Matter as it has effect in domestic law with any relevant modifications as set out in such legislation; and

(iii)          any EU entity shall be read on and after the expiry of the transition period as a reference to the UK institution, authority or body to which its functions were transferred,

and for the purposes herein, "domestic law" shall have the meaning given in the European Union (Withdrawal) Act 2018 and "transition period" means the transition or implementation period provided for by Part 4 of the Withdrawal Agreement; and (iii) any other words and expressed shall, unless the context otherwise provides, have the meanings given in the European Union (Withdrawal) Act 2018.

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.

Cantor Fitzgerald 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.

 

END

 

 

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