Cancellation of share premium account

RNS Number : 2303X

Harmony Energy Income Trust PLC

05 January 2022

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION. PLEASE SEE THE SECTION ENTITLED "IMPORTANT LEGAL INFORMATION" AT THE END OF THIS ANNOUNCEMENT.

5 January 2022

Harmony Energy Income Trust plc

(the "Company")

Cancellation of share premium account

As stated in the Company's prospectus dated 15 October 2021 (the "Prospectus"), the Company had resolved that, conditional upon Initial Admission and approval of the Court, the amount standing to the credit of the share premium account of the Company immediately following completion of the Initial Issue be cancelled, and the amount of the share premium account so cancelled be credited to a reserve.

The Company is pleased to confirm that, following the approval of the Court and the subsequent registration of the Court order with the Registrar of Companies on 15 December 2021, the share premium account reduction has become effective. Accordingly, the amount of £204,793,046 previously held in the share premium account has been cancelled and shall be credited to a reserve.

Capitalised terms used but not defined shall have the meanings given to them in the Prospectus.

For further information, please contact:

Harmony Energy Advisors Limited Max Slade Paul Mason James Ritchie [e-mail]
Berenberg Ben Wright Gillian Martin Ciaran Walsh Dan Gee-Summons	[phone]
Camarco (PR adviser to the Company) Eddie Livingstone-Learmonth Jake Thomas	[phone]
JTC (UK) Limited Christopher Gibbons Laura Quinn [e-mail]	[phone]

LEI: 254900O3XI3CJNTKR453

IMPORTANT LEGAL INFORMATION

This announcement is not an offer to sell or a solicitation of any offer to buy any securities in the Company in United States, Canada, Australia, the Republic of South Africa, Japan or in any other jurisdiction where such offer or sale would be unlawful.

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to limited exceptions, will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") and, as such, holders of the Company's securities will not be entitled to the benefits of the Investment Company Act.  No offer, sale, resale, pledge, delivery, distribution or transfer of the Company's securities 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. No public offering of securities is being made in the United States.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

Neither this announcement nor any copy of it may be taken or transmitted into or distributed in Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe, for securities in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on Harmony Energy Income Trust plc or Joh. Berenberg, Gossler & Co. KG, London Branch. 

Moreover, the Company's securities will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the European Economic Area (other than any member state of the European Economic Area where the Company's securities may be lawfully marketed). Subject to certain exceptions, the Company's securities may not be offered or sold in Australia, Canada, the Republic of South Africa, Japan or any member state of the European Economic Area (other than any member state of the European Economic Area where the Company's securities may be lawfully marketed) or to, or for the account or benefit of, any national, resident or citizen of, Australia, Canada, the Republic of South Africa, Japan or any member state of the European Economic Area (other than to professional investors in certain European Economic Area member states for which marketing approval has been obtained).

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") is authorised by the German Federal Financial Supervisory Authority and in the United Kingdom is deemed authorised under the Temporary Permissions Regime and subject to limited regulation by the Financial Conduct Authority ("FCA") and is acting exclusively for the Company and for no one else in connection with the matters described in this announcement and will not be responsible to anyone (whether or not a recipient of this announcement) other than the Company for providing the protections afforded to clients of Berenberg or for affording advice in relation to the contents of this announcement or any matters referred to herein.

None of the Company, the Investment Adviser, Berenberg, or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the Investment Adviser and Berenberg, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

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