Proposed placing to raise approx. $10 million

RNS Number : 6252I

Grit Real Estate Income Group

15 December 2020

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION OR STATE IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

This announcement contains inside information.

GRIT Real Estate Income Group Limited

("GRIT" or the "Company")

Proposed placing to raise gross proceeds of approximately $10 million

Introduction

GRIT is pleased to announce a proposed placing of new ordinary shares (the "Placing Shares") to raise gross proceeds of approximately $10 million / £7.5 million (the "Placing").  The Company intends to use the net proceeds of the Placing for general corporate purposes.

The Placing is being conducted by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement. finnCap Ltd ("finnCap") is acting as bookrunner in connection with the Bookbuild.  A further announcement confirming the price per share (the "Placing Price") and the number of new Placing Shares to be issued pursuant to the Placing and final details of the Bookbuild is expected to be made in due course.

Investors should read this Announcement in conjunction with the Company's results for the year to 30 June 2020 also released today.

The Placing

finnCap is acting as bookrunner in connection with the Placing.  The Placing is subject to the terms and conditions set out in the Appendix to this Announcement.

M&G Investment Management Limited ("M&G") has committed to offer to acquire all the Placing Shares, subject to take up by other investors.

The Placing Shares are being offered by way of the Bookbuild which will be launched immediately following this Announcement. The books are expected to close no later than 8.00 a.m. (London time) on 16 December 2020. The timing of the closing of the Bookbuild and the final number and allocation of Placing Shares to be issued at the Placing Price are to be determined at the discretion of the Company and finnCap. A further announcement will be made following the closing of the Placing, confirming the final details of the fundraising.

Admission and dealings

Application will be made to the FCA for admission of the Placing Shares to the standard listing segment of the Official List and to the London Stock Exchange for admission to trading on the Main Market and to the Official Market of the Stock Exchange of Mauritius Limited ("Admission").  The Placing Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid by reference to a record date following Admission.

It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 21 December 2020.

The Placing Agreement

Pursuant to the terms of the Placing Agreement, finnCap has agreed, subject to certain conditions, to use its reasonable endeavours to place the Placing Shares at the Placing Price.

The Placing Agreement contains certain warranties from the Company in favour of finnCap in relation to, inter alia, certain matters relating to the Company and its business.  In addition, the Company has agreed to indemnify finnCap in relation to certain liabilities it may incur in respect of the Placing.  finnCap has the right to terminate the Placing Agreement in certain circumstances prior to Admission including, without limitation, in the event of a material breach by the Company of its obligations under the Placing Agreement and the occurrence of certain force majeure events or a material adverse change in the financial condition of the Group.

In consideration for M&G's commitment to acquire all the Placing Shares, subject to take up by other investors in relation to the Placing, and conditional upon completion of the Placing and Admission, M&G will be paid a commitment fee based on the aggregate value of the Placing Shares at the Placing Price.  Further, in consideration for its services in relation to the Placing and Admission and conditional upon completion of the Placing, finnCap will be paid a commission based on the aggregate value of the Placing Shares at the Placing Price.

Bronwyn Corbett, CEO of GRIT commented:

" The Group continues to make positive strides in its asset recycling initiatives and financing arrangements. Today, underpinned by the support of our shareholder M&G, we are further increasing our corporate liquidity position by way of the equity placing. 

The improved financial strength positions us well for the recovery in economies where we operate as the Group continues to focus on delivering its investment strategy and attractive, secure and sustainable income and capital growth from our high-quality portfolio over the short and longer term."

EXPECTED TIMETABLE

Admission of Placing Shares	8.00 a.m. on 21 December 2020
Expected time and date for CREST accounts to be credited with Depository Interests	8.00 a.m. on 21 December 2020
Despatch of definitive share certificates (where applicable) in relation to the Placing Shares expected by no later than	the week commencing 4 January 2021

Notes:

If any of the events contained in the timetable should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

Enquiries

FOR FURTHER INFORMATION, PLEASE CONTACT:

Grit Real Estate Income Group Limited
Bronwyn Corbett, Chief Executive Officer	[phone]
Darren Veenhuis, Chief Strategy Officer and Investor Relations	[phone]
Maitland/AMO - Communications Adviser
James Benjamin	[phone]
Jason Ochere	[e-mail]
finnCap Ltd - UK Financial Adviser & Broker
William Marle/Giles Rolls/Matthew Radley (Corporate Finance)	[phone]
Mark Whitfeld/Pauline Tribe (Sales)	[phone]
Monica Tepes (Research)	[phone]
Perigeum Capital Ltd - SEM Authorised Representative and Sponsor
Shamin A. Sookia	[phone]
Kesaven Moothoosamy	[phone]

The Company's LEI is: 21380084LCGHJRS8CN05

NOTES:

Grit Real Estate Income Group Limited is a leading pan-African real estate company focused on investing in and actively managing a diversified portfolio of assets in carefully selected African countries (excluding South Africa). These high-quality assets are underpinned by predominantly US$ and Euro denominated long-term leases with a wide range of blue-chip multi-national tenant covenants across a diverse range of robust property sectors.

The Company is committed to delivering strong and sustainable income for shareholders, with the potential for income and capital growth. The Company is targeting net total shareholder return inclusive of NAV growth of 12.0% p.a.*

The Company currently holds a primary listing on the Main Market of the London Stock Exchange (LSE: GR1T), while its listing on the Official Market of the Stock Exchange of Mauritius Ltd is termed as a secondary listing (SEM: DEL.N0000).

Further information on the Company is available at http://grit.group/

*

This is a target only and not a profit forecast and there can be no assurance that it will be met. Any forward-looking statements and the assumptions underlying such statements are the responsibility of the Board of directors and have not been reviewed or reported on by the Company's external auditors.

Directors:

Peter Todd⁺ (Chairman), Bronwyn Corbett (Chief Executive Officer)*, Leon van de Moortele (Chief Financial Officer)*, Jonathan Crichton⁺, Sir Samuel Esson Jonah^+, Nomzamo Radebe, Catherine McIlraith⁺, David Love⁺, and Bright Laaka (Permanent Alternate Director to Nomzamo Radebe).

(* Executive Director) (⁺ independent Non-Executive Director)

Company secretary : Intercontinental Fund Services Limited

Registered office address : c/o Intercontinental Fund Services Limited, Level 5, Alexander House, 35 Cybercity, Ebène 72201, Mauritius

Registrar and transfer agent (Mauritius) : Intercontinental Secretarial Services Limited

Sponsoring broker : Capital Markets Brokers Ltd

SEM authorised representative and sponsor : Perigeum Capital Ltd

UK Transfer secretary : Link Assets Services Limited

IMPORTANT NOTICE

The information contained in this Announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.

This Announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or finnCap. The offer and sale of Ordinary Shares has not been and will not be registered under the applicable securities laws of Canada, Australia, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa. Subject to certain exemptions, the Ordinary Shares may not be offered to or sold within Canada, Australia, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or to any national, resident or citizen of Canada, Australia, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa.

The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will not be any public offering of the Ordinary Shares in the United States.

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

The distribution of this Announcement outside the UK may be restricted by law. No action has been taken by the Company or finnCap that would permit (i) a public offer of Ordinary Shares in any jurisdiction or (ii) possession of this Announcement in any jurisdiction outside the UK, where action for that purpose is required. Persons outside the UK who come into possession of this Announcement should inform themselves about the distribution of this Announcement in their particular jurisdiction. Failure to comply with those restrictions may constitute a violation of the securities laws of such jurisdiction.

Members of the public are not eligible to take part in the Placing. This Announcement is directed only at persons who are: (a) if in a member state of the European Economic Area ("EEA"), qualified investors within the meaning of the Prospectus Regulation ("Qualified Investors"), or (b) if in the United Kingdom, Qualified Investors who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) fall within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (c) are persons to whom this Announcement may otherwise be lawfully communicated (all such persons in (a), (b) and (c) together being referred to as "Relevant Persons").

This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Announcement does not itself constitute an offer for sale or subscription of any securities in the Company.

All offers of the Placing Shares in the EEA and the UK will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus.

finnCap, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the FCA and is acting as broker to the Company in connection with the Placing. finnCap is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this Announcement or on any transaction or arrangement referred to in this Announcement. No representation or warranty, express or implied, is made by finnCap as to, and no liability is accepted by finnCap in respect of, any of the contents of this Announcement.

FORWARD-LOOKING STATEMENTS

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict" or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the planned use of the proceeds for the Placing, the Group's liquidity position, the future performance of the Group, future interest rates and currency controls, the Group's future financial position, plans and objectives for future operations and any other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and foreign exchanges rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under IFRS applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgement at the date of this Announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note 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 no capital protection; and 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, finnCap has only procured investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment 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.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Appendix - Terms and conditions of the Placing

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

Members of the public are not eligible to take part in the Placing. This announcement is directed only at persons who are: (a) if in a member state of the European Economic Area ("EEA"), qualified investors within the meaning of the Prospectus Regulation ("Qualified Investors"), or (b) if in the United Kingdom, Qualified Investors who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) fall within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (c) are persons to whom this announcement may otherwise be lawfully communicated (all such persons in (a), (b) and (c) together being referred to as "Relevant Persons").

THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION IN IT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT ("REGULATION S"))("US PERSONS") EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES TO NON-US PERSONS IN ACCORDANCE WITH REGULATION S AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND; (II) IN THE UNITED STATES TO A LIMITED NUMBER OF INVESTORS THAT ARE BOTH "QUALIFIED INSTITUTIONAL BUYERS" ("QIB") AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT AND "QUALIFIED PURCHASERS" ("QP") AS DEFINED IN SECTION 2(A)(51) OF THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. ANY OFFER OR SALE OF PLACING SHARES IN THE UNITED STATES WILL BE MADE ONLY BY BROKER-DEALERS WHO ARE REGISTERED AS SUCH UNDER THE US EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each Placee represents, warrants and acknowledges that:

1.   it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.   in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, (i) the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA or the UK other than Relevant Persons or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State of the EEA or the UK other than Relevant Persons, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

3.           except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any person on whose account it is acting) is (a) not a US Person and is located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (b) is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US Person  in reliance on Regulation S; or (c)   if within the United States, is both a QIB and a QP; and

4.   it is not and is not acting for the account or benefit of a person who is, a national of Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa.

The Company and finnCap will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

This Announcement has been prepared and issued by the Company and is and will be the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by finnCap or any of its directors, officers, employees, affiliates, branches, advisers, consultants or agents or any other person as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any Placee, any person acting on such Placee's behalf or any of their respective advisers, and any liability therefor is expressly disclaimed.

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States. This Announcement 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 US Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the US Securities Act or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any state or other jurisdiction of the United States.

No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the Placing has been, or will be, lodged with, or registered by the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Placing or the Placing Shares. Accordingly, subject to certain exceptions, the Placing Shares may not, directly or indirectly, be offered or sold within Canada, Australia, Japan or the Republic of South Africa or offered or sold to a resident of Canada, Australia, Japan or the Republic of South Africa.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or this Announcement of which it forms part should seek appropriate advice before taking any action.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.

1.   THE PLACING

1.1   finnCap has entered into the Placing Agreement with the Company. Pursuant to the Placing Agreement, finnCap has undertaken, subject to the terms set out therein, to use its reasonable endeavours, as agent of the Company, to procure subscribers for the Placing Shares at the Placing Price. The Placing is not being underwritten by finnCap.

1.2   The Placing Shares will, when issued, be subject to the Articles, be credited as fully paid and will rank pari passu in all respects with each other and with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares by reference to a record date after the date of issue of the Placing Shares. The Placing Shares will be issued free of any encumbrance, lien or other security interest.

1.3   This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

1.4   Each Placee will be required to pay to finnCap, on the Company's behalf, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee is required to be allotted in accordance with the terms set out in or referred to in this Appendix. Each Placee's obligation to be allotted and pay for Placing Shares under the Placing will be owed to each of the Company and finnCap. Each Placee will be deemed to have read this Appendix in its entirety.

1.5   Neither finnCap nor any of its holding companies, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an "Affiliate") will have any liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.

2.   APPLICATION FOR ADMISSION

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on the Main Market and to the Official Market of the Stock Exchange of Mauritius Limited.  It is expected that Admission will become effective on or around 8.00 a.m. on 21 December 2020 (or such later time and/or date as finnCap may agree with the Company) and that dealings in the Placing Shares will commence at that time.

3.   PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE BOOKBUILD AND THE PLACING

3.1   finnCap will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. Save in relation to any commitment fee payable to M&G Investment Management Limited, no commissions will be paid to Placees or by the Placees in respect of any Placing Shares.

3.2   finnCap (whether through itself or any of its Affiliates) is arranging the Placing as bookrunner to the Company for the purpose of using its reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.  finnCap is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of finnCap or for providing advice in relation to the matters described in this Announcement. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by finnCap. finnCap and its Affiliates may participate in the Placing as principal(s).

3.3   The price per Placing Share will be announced by the Company following close of the Bookbuild.

3.4   finnCap is arranging the Placing as bookrunner and placing agent of the Company.

3.5   Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by finnCap. finnCap may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.

3.6   To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at finnCap.  Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for. finnCap reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at finnCap's absolute discretion, subject to agreement with the Company.

3.7   The timing of the closing of the Bookbuild is to be determined at the discretion of the Company and finnCap.  finnCap may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of finnCap) to reduce the number of shares to be issued pursuant to the Placing, in its absolute discretion.

3.8   The Placing Shares will be issued subject to the terms and conditions of this Announcement and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or finnCap's conduct of the Placing.

3.9   All times and dates in this Announcement may be subject to amendment. finnCap shall notify the Placees and any person acting on behalf of the Placees of any changes.

3.10   Each prospective Placee's allocation of Placing Shares will be confirmed to prospective Placees orally by finnCap or one of its Affiliates, and a contract note will be dispatched as soon as practicable thereafter as evidence of such Placee's allocation and commitment. The terms and conditions of this Appendix will be deemed incorporated into the contract note. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and finnCap to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Articles.

3.11   The Company will release the Results Announcement following the close of the Bookbuild, detailing the aggregate number of the Placing Shares to be issued at the Placing Price.

3.12   Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under Paragraph 7 "Registration and Settlement".

3.13   All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of amongst other things, the conditions referred to below under Paragraph 4 "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under Paragraph 5 "Right to terminate under the Placing Agreement".

3.14   By participating in the Placing, 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.

3.15   Each Placee's obligations will be owed to the Company, and to finnCap. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to finnCap as agent of the Company and to the Company, to pay to finnCap in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire. finnCap will procure the allotment of the Placing Shares so subscribed to each Placee.

3.16   Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and that finnCap shall not have any liability to the Placees for the failure of the Company to fulfil those obligations.

4.   CONDITIONS OF THE PLACING

4.1   The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of finnCap under the Placing Agreement are conditional, inter alia, on:

(a)   the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;

(b)   the Placing Agreement not having been terminated in accordance with its terms;

(c)   Admission occurring not later than 8.00 a.m. on 21 December 2020 or such later time as finnCap may agree in writing with the Company (but in any event not later than 8.00 a.m. on 21 January 2021;

(d)   the warranties on the part of the Company contained in the Placing Agreement being true and accurate in every respect and not misleading as at the date of the Placing Agreement and at Admission, as though they had been given and made on such date by reference to the facts and circumstances then subsisting; and

(e)   between the date of the Placing Agreement and Admission there having been no material adverse change in, or any development involving a prospective material adverse change in, or affecting, the condition (financial, operational, legal or otherwise) or the earnings, management, business affairs, solvency, credit rating or prospects of the of the Company and its subsidiary undertakings (taken as a whole), whether or not arising in the ordinary course of business which, in the opinion of finnCap (acting in good faith), would materially prejudice the success of the Placing ("Material Adverse Change").

4.2   If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by finnCap) by the relevant time or date specified (or such later time or date as finnCap may agree), or (b) the Placing Agreement is terminated in the circumstances specified below under paragraph 5 "Right to terminate under the Placing Agreement", the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither of finnCap nor the Company, nor any of their respective Affiliates 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 it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally, and by participating in the Placing each Placee agrees with finnCap that any such decision is within the absolute discretion of finnCap as bookrunner.

4.3   By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under paragraph 5 "Right to terminate under the Placing Agreement" and will not otherwise be capable of rescission or termination by the Placee.

5.   RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT

5.1   finnCap may (after consultation with the Company), at any time before Admission, terminate its obligations Placing Agreement by giving notice to the Company if, inter alia:

(a)   it comes to its knowledge that any of the warranties given by the Company under the Placing Agreement was untrue, inaccurate or misleading; or

(b)   it comes to its notice that a matter has arisen which is likely to give rise to a claim under any of the indemnities given by the Company under the Placing Agreement; or

(c)   the Company shall fail to comply with any of its obligations under the Placing Agreement; or

(d)   any Material Adverse Change or certain force majeure event occurs,

and such termination by finnCap shall also terminate the Placing Agreement.

5.3   By participating in the Placing, each Placee agrees with finnCap that the exercise by it of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of finnCap without the need to make any reference to the Placees in this regard and that, to the fullest extent permitted by law, finnCap shall not have any liability whatsoever to the Placees in connection with any such exercise.

6.   NO PROSPECTUS

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Regulation Rules) to be published and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to finnCap and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of finnCap (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the contract note referred to below), any of its Affiliates, any persons acting on its behalf or the Company and neither finnCap nor its Affiliates, nor any persons acting on their behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with finnCap (for itself and as agent for the Company) that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

7.   REGISTRATION AND SETTLEMENT

7.1   Settlement of transactions in the Placing Shares (ISIN MU0473N00036) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. finnCap reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

7.2   It is expected that settlement will take place on or about 21 December 2020 in CREST in accordance with the instructions set out in the contract note. Settlement will be through finnCap against CREST ID: 601 FKCLT.

7.3   Each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with finnCap, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to finnCap and settlement instructions. Each Placee agrees 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 that it has in place with finnCap.

7.4   Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc but 2% per year for any period during which that base rate is below zero.

7.5   Each Placee is deemed to agree that if it does not comply with these obligations, finnCap may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for finnCap's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

7.6   If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither of finnCap nor the Company shall be responsible for the payment thereof. Save in relation to any commitment fee payable to M&G Investment Management Limited, Placees will not be entitled to receive any fee or commission in connection with the Placing

8.   REPRESENTATIONS AND WARRANTIES

8.1   By submitting a bid in the Bookbuild and participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) to each of the Company, finnCap, the Depository and the Registrar that:

(a)   the Placee has read this Announcement in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Placing Agreement and the Articles. Such Placee agrees that these terms and conditions and the contract note issued by finnCap to such Placee represent the whole and only agreement between finnCap and the Company in relation to the Placee's participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Placee agrees that neither the Company nor finnCap nor any of their respective officers, directors or employees will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

(b)   if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the UK and in Ireland) on the date of such Placee's agreement to acquire Placing Shares under the Placing and will not be any such person on the date any such offer is accepted;

(c)   neither finnCap nor any person affiliated with finnCap or acting on its behalf is responsible for or shall have any liability for any information, representation or statement contained in this Announcement or any supplementary Announcement (as the case may be) or any information previously published by or on behalf of the Company or any member of the Group 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;

(d)   in agreeing to acquire Placing Shares under the Placing, the Placee is relying on this Announcement and any supplementary Announcement concerning the Placing (as the case may be) and not on any other information or representation concerning the Group, the Placing or the Placing Shares. Such Placee agrees that neither of the Company nor finnCap nor their respective Affiliates will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

(e)   save in the event of fraud on its part (and to the extent permitted by the rules of the FCA), neither finnCap nor any of its Affiliates shall be liable to a Placee for any matter arising out of the role of bookrunner and placing agent to the Company, and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against finnCap and any of its Affiliates which a Placee may have in respect thereof;

(f)   the Placee has complied with all applicable laws and such Placee will not infringe any applicable law as a result of such Placee's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or any actions arising from such Placee's rights and obligations under the Placee's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or under the Articles;

(g)   all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order (i) to enable the Placee lawfully to enter into, and exercise its rights and perform and comply with its obligations to acquire the Placing Shares under, the Placing and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Placee's entry into, exercise of its rights and/or performance under, or compliance with its obligations under the Placing, does not and will not violate (a) its constitutive documents or (b) any agreement to which the Placee is a party or which is binding on the Placee or its assets;

(h)   to the fullest extent permitted by law, the Placee acknowledges and agrees to the disclaimers contained in this Announcement and acknowledges and agrees to comply with the selling restrictions set out in this Announcement;

(i)   the Ordinary Shares have not been and will not be registered under the US Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan or where to do so may contravene local securities laws or regulations;

(j)   (i) the Placee is not a person located in the United States and is not a US Person (as defined in Regulation S) and is eligible to participate in an "offshore transaction" as defined in and in accordance with Regulation S and the Placing Shares were not offered to such Placee by means of "directed selling efforts" as defined in Regulation S; or (ii) the Placee is both a QIB and a QP and will duly execute a US investor letter and deliver the same to finncap or one of its Affiliates;

(k)   the Company may be a passive foreign investment company ("PFIC") for US federal income tax purposes, and it could be a PFIC in future years and, if the Company is a PFIC, US taxable investors may be subject to adverse US tax consequences in respect of an investment in Placing Shares by a US Person (as defined in Regulation S);

(l)   the Company, and any registrar or transfer agent or other agent of the Company, will not be required to accept the registration of transfer of any Placing Shares acquired by the Placee, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with;

(m)   the Placee invests in or purchases securities similar to the Placing Shares in the normal course of its business and it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares;

(n)   the Placee has conducted its own investigation with respect to the Company and the Placing Shares and has had access to such financial and other information concerning the Company and the Placing Shares as the Placee deemed necessary to evaluate the merits and risks of an investment in the Placing Shares, and the Placee has concluded that an investment in the Placing Shares is suitable for it or, where the Placee is not acting as principal, for any beneficial owner of the Placing Shares, based upon each such person's investment objectives and financial requirements;

(o)   the Placee or, where the Placee is not acting as principal, any beneficial owner of the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares for an indefinite period and the loss of its entire investment in the Placing Shares;

(p)   there may be adverse consequences to the Placee under United States and other tax laws resulting from an investment in the Placing Shares and the Placee has made such investigation and has consulted such tax and other advisers with respect thereto as it deems necessary or appropriate;

(q)   the Placee is not a resident of Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Placing Shares under the securities legislation of Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan and, subject to certain exceptions, the Placing Shares may not be offered or sold, directly or indirectly, in or into those jurisdictions or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful;

(r)   the Placee is liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares;

(s)   the Placee accepts that 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 trading on the Main Market of the London Stock Exchange for any reason whatsoever then neither finnCap nor the Company, nor their Affiliates shall have any liability whatsoever to it or any other person;

(t)   in the case of a person who confirms to finnCap on behalf of a Placee an agreement to acquire Placing Shares under the Placing and/or who authorises finnCap to notify such Placee's name to the Registrar and/or the Depository, that person represents and warrants that it has authority to do so on behalf of the Placee;

(u)   the Placee has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Money Laundering Regulations 2017") and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and, if it is making payment on behalf of a third party, confirms that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Money Laundering Regulations 2017 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the Placing Shares comprising the Placee's allocation may be retained at finnCap's discretion;

(v)   the Placee agrees that, due to anti-money laundering and the countering of terrorist financing requirements, finnCap and/or the Company may require proof of identity of the Placee and related parties 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 Placee to produce any information required for verification purposes, finnCap and/or the Company may refuse to accept the application and the subscription moneys relating thereto. The Placee holds harmless and will indemnify finnCap and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

(w)   the Placee is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, with all applicable provisions of FSMA, MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

(x)   the Placee confirms that if it has received any inside information (as defined in MAR) about the Company in advance of the Placing, it warrants that it has received such information within the market soundings regime provided for in Article 11 of MAR and associated delegated legislation and it has not disclosed or dealt on the basis of that information, or encouraged or induced another person to so deal, prior to it being publicly available;

(y)   the Placee is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearing system;

(z)   if the Placee is a resident in the EEA, it is a "qualified investor" within the meaning of the law in the Relevant Member State implementing Article 2(e) of the Prospectus Regulation;

(aa)   the Placee has not offered or sold and will not offer or sell any Placing Shares to persons in the UK or Ireland prior to Admission except to "qualified investors" as defined in Article 2(e) of the Prospectus Regulation;

(bb)   if in the UK, the Placee is (a) a person falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") or (b) a person falling within article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business and/or (c) a person to whom the Placing may otherwise be lawfully communicated;

(cc)   the Placee has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

(dd)   the Placee has complied with and will comply with all applicable provisions of FSMA with respect to anything done by the Placee in relation to the Placing in, from or otherwise involving the UK;

(ee)   finnCap is not making any recommendation to the Placee or advising the Placee regarding the suitability or merits of participation in the Placing or any transaction the Placee may enter into in connection with the Placing or otherwise. The Placee is not finnCap's client in connection with the Placing and finnCap will not be responsible to any Placee for providing the protections afforded to its clients or providing advice in relation to the Placing and finnCap will note have any duties or responsibilities to any Placee similar or comparable to "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the rules of the FCA;

(ff)   the exercise by finnCap of any rights or discretions under the Placing Agreement shall be within its absolute discretion and finnCap need not have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and each Placee agrees that it shall have no rights against finnCap or its directors or employees under the Placing Agreement;

(gg)   the Placee's commitment to acquire Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

(hh)   the Placee irrevocably appoints any director of finnCap as its agent for the purposes of executing and delivering to the Company and/or the Registrar and/or the Depository any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Placing Shares in the event of its failure so to do;

(ii)   the Placee acknowledges that any money held in an account with finnCap on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA. The Placee further acknowledges that the money will not be subject to the protections conferred by the client money rules. As a consequence, this money will not be segregated from finnCap's money in accordance with the client money rules and will be used by finnCap in the course of its own business and the Placee will rank only as a general creditor of finnCap;

(jj)   the Placee will indemnify and hold the Company and finnCap and its Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further the Placee agrees that the provisions of this Appendix will survive after completion of the Placing. The Company and finnCap will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings; and

(kk)   the Placee will not distribute, forward, transfer, duplicate or otherwise transmit this Announcement including the Appendix or any part of it or them, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such materials to any person.

9.   SUPPLY AND DISCLOSURE OF INFORMATION

If any of finnCap, the Registrar, the Depository or the Company or any of their respective agents request any information about a Placee's agreement to acquire Placing Shares, such Placee must promptly disclose it to them.

10.   MISCELLANEOUS

10.1   The rights and remedies of finnCap, the Registrar, the Depository 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.

10.2   On application, each Placee may be asked to disclose, in writing or orally to finnCap:

(a)   if he is an individual, his nationality; or

(b)   if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

10.3   All documents will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified to finnCap. Each Placee agrees to be bound by the Articles once the Placing Shares which such Placee has agreed to acquire have been acquired by such Placee. The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by finnCap. The contract to acquire Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of finnCap, the Company and the Depository, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against a Placee in any other jurisdiction. In the case of a joint agreement to acquire Placing Shares, references to a "Placee" in these terms and conditions are to each of such Placees and such joint Placees' liability is joint and several. All times and dates in this Announcement are subject to amendment and finnCap and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing are determined.

DEFINITIONS

The following definitions apply throughout this Announcement, unless the context requires otherwise:

Admission	the admission of the Placing Shares to trading on the Main Market becoming effective in accordance with the London Stock Exchange Admission and Disclosure Standards
Articles	the constitution of the Company
Bookbuild	means the accelerated bookbuild process to be conducted by finnCap to arrange participation by Placees in the Placing
certificated or in certificated form	the description of a share or security which is not in uncertificated form (that is, not in CREST)
Company or GRIT	GRIT Real Estate Income Group Limited
CREST	the relevant systems for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations for the time being in force
Depository	Link Market Services Trustees Limited
Depository Interests	dematerialised depositary interests representing underlying Ordinary Shares that can be settled electronically through and held in CREST, as issued by the Depositary or its nominees who hold the underlying securities on trust
Directors	the directors of the Company
Existing Ordinary Shares	the Ordinary Shares in issue as at the date of this Announcement
FCA	the UK Financial Conduct Authority
FSMA	the UK Financial Services and Markets Act 2000, as may be amended from time-to-time
Group	the Company, together with its subsidiaries and subsidiary undertakings
Investment Company Act	the US Investment Company Act of 1940, as amended
London Stock Exchange	London Stock Exchange plc
London Stock Exchange Admission and Disclosure Standards	the rules issued by the London Stock Exchange in relation to the admission and continuing disclosure requirements for securities admitted to trading on the London Stock Exchange, as amended from time to time
MAR	the EU Market Abuse Regulation 596/2014
Main Market	the main market of the London Stock Exchange
Official List	the official list of the FCA
Ordinary Shares	ordinary shares of no par value in the capital of the Company
Placees	the placees procured by finnCap pursuant to the Placing Agreement who agree to subscribe for Placing Shares
Placing	the placing of the Placing Shares pursuant to the Placing Agreement
Placing Agreement	the placing agreement dated 21 December 2020 between (1) finnCap and (2) the Company relating to the Placing
Placing Shares	new Ordinary Shares which are to be placed in accordance with the terms of the Placing and, where the context so requires, Depository Interests
Prospectus Regulation	the Regulation of the European Parliament and of the Council of the European Union (EU) 2017/1129
Prospectus Regulation Rules	the Prospectus Regulation Rules made by the FCA under Part VI of FSMA
QIB	a "qualified institutional buyer" as defined in Rule 144A under the US Securities Act
QP	a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act
Registrar	Link Market Services (Guernsey) Limited
Regulation S	Regulation S under the US Securities Act
Results Announcement	the announcement to be released following the closing of the Bookbuild
Securities Act	the US Securities Act of 1933, as amended
Shareholders	holders of Ordinary Shares
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
uncertificated or in uncertificated form	recorded on the register of members of the Company as being held in Depository Interest form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
United States or US	the United States of America, its territories and possessions and the District of Columbia
US Person	a US person as defined in Regulation S

 

END

 

 

IOEDGBDDRXBDGGS