Issue of Equity

RNS Number : 7241H

International Public Partnerships

08 April 2022

 

LEI: 2138002AJT55TI5M4W30

THE INFORMATION IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN TO PROFESSIONAL INVESTORS IN IRELAND), ANY OF THEIR RESPECTIVE TERRITORIES OR POSESSIONS, OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS.  THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN TO PROFESSIONAL INVESTORS IN IRELAND) OR TO US PERSONS.

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus to be published by International Public Partnerships Limited (the "Prospectus"), and not in reliance on this announcement.

Following its publication a copy of the Prospectus will, subject to certain access restrictions, be available for inspection as detailed in the announcement below as well as at the registered office of International Public Partnerships Limited. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.

8 April 2022

 International Public Partnerships plc

("INPP" or the "Company")

Placing, Open Offer, Offer for Subscription and Intermediaries Offer

International Public Partnerships, the FTSE 250 infrastructure investment company, is pleased to announce its intention to raise £250 million by way of a Placing, Open Offer, Offer for Subscription and Intermediaries Offer (together, the "Initial Issue") at an issue price of 159.5 pence per share.

INPP is a responsible long-term investor in over 140 infrastructure projects and businesses consisting of regulated utilities, energy and transmission, transport, education, health, justice, military housing and digital infrastructure in the UK, Europe, Australia, and North America.

The proceeds raised will be used to pay down the cash drawn portion of the Company's corporate debt facility (the "Facility") totalling approximately £156.2 million as at 6 April 2022 and to provide additional resources to pursue the Company's investment pipeline.

The Company's high-quality, globally diversified pipeline of investment opportunities include social and transport infrastructure and regulated utilities together valued in excess of £178.2 million and selected by the Company's investment adviser, Amber Fund Management Limited (the "Investment Adviser"), through Amber Infrastructure Group ("Amber"), over the next 12 months.

The Company generated strong portfolio performance to the year 31 December 2021, with cash generation in line with projections. This continued to underpin the Company's continued average historical cash dividend growth of 2.5 per cent[i] and strong inflation-linkage such that a 1 per cent increase in assumed inflation is projected to result in a 0.7 per cent increase in portfolio returns[ii].

The Company's shares maintained a low correlation to the FTSE All Share Index of 0.22 over the 12 months to 31 December 2021[iii]. 

In 2021, the Company acquired two UK offshore transmission projects, an additional investment in Angel Trains (the UK's largest rolling stock company); the Company's first investment in Danish PPP; a university health and medical research campus in Adelaide, Australia; a new police headquarters in Offenbach, Germany, and additional investments in UK PPP assets.

The Company considers sustainability and ESG integration to be an essential part of investment risk management and value creation. The Company has categorised INPP as an Article 8 financial product following an internal assessment of the application of the EU Sustainable Finance Disclosure Regulations ("SFDR").

Unless otherwise defined, capitalised words and phrases in this Announcement shall have the meaning given to them in the Prospectus.

Michael Gerrard, Chair of INPP, said: "We are delighted to announce a capital raising which is open to a broad range of eligible investors including through our intermediaries offer. This will help us pursue an active pipeline of high-quality, responsible infrastructure investment opportunities. We believe the Company provides a compelling investment allocation for those income-seeking investors looking for high inflation-linkage and capital growth. The Company has a strong track record of deploying capital and since IPO the Company has generated predictable cash flows and in turn achieved a total shareholder return of 245 per cent.^iv"

The Company will shortly publish a prospectus relating to the offering (the "Prospectus") and will send this to shareholders, together with a circular and notice of Extraordinary General Meeting (the "Circular"), as well as making an electronic copy of them available on the Company's website (http://www.internationalpublicpartnerships.com) and on the National Storage Mechanism web-site at www.data.fca.org.uk/#/nsm/nationalstoragemechanism.

Unless otherwise defined, capitalised words and phrases in this Announcement shall have the meaning given to them in the Prospectus.

THE ISSUE

· The Company intends to target £250 million of additional capital through the Initial Issue (and subject to demand the size of the Initial Issue may be increased to a maximum of £325 million). The Company will also have the ability to issue up to 250million new ordinary shares of £0.01 each ("New Shares") through the Issuance Programme.

· An Initial Issue Price of 159.5 pence per New Share, representing a discount of 6.5 per cent. to the Closing Price of 170.6 pence per Existing Ordinary Share as at the close of business on 7 April 2022.  The Initial Issue Price represents a premium of 7.3 per cent. to the Estimated Net Asset Value per Existing Ordinary Share of not less than 148.7 pence (calculated as at 31 March 2022 and therefore having been reduced to reflect the dividend of 3.77 pence per Existing Ordinary Share declared on 24 March 2022 and which has an ex-dividend date of 7 April 2022).

· The net proceeds of the Initial Issue will be used in repayment of the Company's cash drawn portion of its existing Facility (of which approximately £173.1 million is currently utilised, with £156.2 million cash drawn and £16.9 million committed in respect of letters of credit) and then, to the extent not required for repayment, to acquire Further Investments or to discharge further indebtedness used to acquire Further Investments; 

· Under the Open Offer, existing Shareholders are entitled to subscribe for New Shares pro rata to their holdings of Existing Ordinary Shares on the basis of 1 New Share for every 12 Existing Ordinary Shares held as at close of business on 6 April 2022 (the "Record Date")

· The Estimated Net Asset Value per Existing Ordinary Share (as at 31 March 2022) is an estimate of the Directors and based on unaudited financial information of the Group but using the same methodology as is used for the half-yearly Net Asset Values.  This Estimated Net Asset Value and the information that has been used to prepare it has not been audited or reviewed by any person other than the Directors. There can be no assurance that the Net Asset Value as at 30 June 2022 will reflect the Estimated Net Asset Value as at 31 March 2022.

For further information, please contact

Erica Sibree/Amy Edwards  [phone]/[phone]

Amber Fund Management Limited 

Hugh Jonathan/Vicki Paine/George Shiel  [phone]

Numis Securities

Sponsor, Broker, Financial Adviser and Bookrunner

Ed Berry/Mitch Barltrop  [phone]/[phone]

FTI Consulting

Expected timetable

Each of the times and dates set out below and mentioned elsewhere in this announcement may be adjusted by the Company, in which event details of the new times and dates will be notified to a Regulatory Information Service. References to a time of day are to London time.

Event	Date
The Initial Issue
Record Date for entitlements under the Open Offer	6 April 2022
Announcement of the Initial Issue	8 April 2022
Despatch of the Prospectus and the EGM Circular to Existing Shareholders and, to Qualifying Non-CREST Shareholders only, the Open Offer Application Forms	11 April 2022
Offer for Subscription, Intermediaries Offer and Placing Open	11 April 2022
Ex-entitlement date for the Open Offer	11 April 2022
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock account of Qualifying CREST Shareholders in CREST	As soon as possible after 8:00 a.m. on 12 April 2022
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4:30 p.m. on 21 April 2022
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST	3:00 p.m. on 22 April 2022
Latest time and date for splitting Open Offer Application Forms (to satisfy bona fide market claims only)	3:00 p.m. on 25 April 2022
Latest time and date for receipt of forms of proxy	9:30 a.m. on 26 April 2022
Latest time and date for receipt of completed Subscription Forms under the Offer for Subscription and payment in full under the Offer for Subscription and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 27 April 2022
Latest time and date for receipt of completed applications from Intermediaries in respect of the Intermediaries Offer and payment in full under the Intermediaries Offer	3.00 p.m. on 27 April 2022
Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 27 April 2022
Extraordinary General Meeting	9:30 a.m. on 28 April 2022
Latest time and date for receipt of Placing commitments	12 noon on 28 April 2022
Results of the Initial Issue announced through a Regulatory Information Service	Before 8:00 a.m. on 29 April 2022
Admission and commencement of dealings in the New Shares	4 May 2022
New Shares issued in uncertificated form expected to be credited to accounts in CREST	4 May 2022
Despatch of definitive share certificates for the New Shares issued in certificated form	As soon as possible after 9 May 2022
The Issuance Programme
Issuance Programme opens	5 May 2022
Publication of final Issuance Programme Price or the methodology for determining the final Issuance Programme Price, in respect of each Subsequent Issue done by way of a Subsequent Offer for Subscription or Subsequent Intermediaries Offer	At least 10 Business Days before the closing of the relevant Subsequent Issue
Latest time and date for receipt of completed Subscription Forms or applications under each Subsequent Issue done by way of Subsequent Offer for Subscription (or Subsequent Intermediaries Offer) and payment in full under the Subsequent Offer for Subscription or Subsequent Intermediaries Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on the third Business Day before the closing of the relevant Subsequent Issue
Publication of the final Issuance Programme Price in respect of each Subsequent Issue done by way of a Subsequent Placing	As soon as reasonably practicable following the closing of each Subsequent Issue
Admission and crediting of CREST accounts in respect of a Subsequent Issue	8.00 a.m. on the Business Day on which the new Shares are issued
Share certificates in respect of New Shares despatched	Approximately one week after admission of the relevant New Shares
Last date for New Shares to be issued pursuant to the Issuance Programme	7 April 2023

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ADDITIONAL INFORMATION

THE COMPANY

BACKGROUND TO AND REASONS FOR THE ISSUE AND THE PLACING PROGRAMME

The Company intends to raise up to £250 million through the Initial Issue (although it can increase the size of the Initial Issue to up to £325 million).  The Company will also have the ability to issue up to 250million New Shares through the Issuance Programme.  The Initial Issue comprises a Placing, an Open Offer to Qualifying Shareholders on a pre-emptive basis and an Offer for Subscription plus an Intermediaries Offer, in aggregate equalling up to 156,739,812 New Shares (based on the target size of £250million) at an Initial Issue Price of 159.5 pence per New Share. The New Shares will be Ordinary Shares of 0.01 pence each.

Regardless of the eventual size of the Initial Issue, the Net Issue Proceeds will be used first to discharge the Group's indebtedness under the Loan Facilities Agreement (excluding letters of credit) of approximately £156.2 million in the days or weeks after Initial Admission and then, to the extent they are not required for repayment or to be deposited under the terms of the Loan Facilities Agreement, to finance the acquisition of Further Investments or to discharge third party debt incurred to acquire Further Investments and to meet other operational expenses of the Group's business, as a result of which the Directors anticipate that the Net Issue Proceeds are likely to be fully deployed by 31 December 2022.  The Net Issuance Programme Proceeds are expected to be used for the same purposes, but in the longer term.

The Directors estimate that the Company's total investment pipeline over the next twelve months is expected to be around £178.2 million, comprising committed investments and investments where a Group subsidiary is preferred bidder.  The Directors have therefore decided to raise capital by way of a combination of the Initial Issue (to fund the initial expenditure) and the Issuance Programme (for longer-term obligations) in order to ensure that the Group does not hold uninvested cash for an excessively long period.

The Company has exclusive access to a number of Further Investments where either the Group or Amber (with the right of first refusal for the Company on disposal by Amber) is the Preferred Bidder to acquire the corresponding Investment Capital.  However, there is no guarantee that the Group will reach financial close or that they will be acquired, or in each case if they are completed on what terms.

Amber is also engaged in originating a number of other projects which if secured are anticipated to be likely to fit within the Company's investment criteria and which the Company would have the right (but no obligation) to invest or acquire.  The Group also has opportunities in mature or semi-mature stage projects where it has the benefit of pre-emption rights arising from the Existing Portfolio.

All such opportunities are, in the view of the Directors, likely to bring additional value to the Company and the proceeds arising from the Initial Issue and the Issuance Programme will allow the Company to pursue such opportunities more effectively. Whilst there is no guarantee that any Further Investments will be acquired and if they are on what terms, or whether the other projects that the Investment Adviser is engaged in will be acquired by the Group, the Directors believe that there are attractive and suitable investment opportunities that currently exist and are expected to arise, and have concluded that it is now an appropriate time to seek to raise additional capital for the Company.

The Directors believe that as a result of the strong performance of the Company to date there is demand from existing investors for further investment in the Company and from new investors for investment in the Company that cannot be satisfied in the secondary market. Given the size of the potential pipeline of Further Investments and other capital requirements of the Company, the Directors (after consultation with Numis and the Investment Adviser) have concluded that it would be the most beneficial to the Company to proceed with the Initial Issue and to have the flexibility to raise further capital over the period of the Issuance Programme.

The Directors believe that the proposed Initial Issue and Issuance Programme have the following principal benefits:

· the discharge of the Group's existing indebtedness under the Loan Facilities Agreement (as at 6 April 2022, of approximately £156.2 million excluding that part of the Facility used for letters of credit) will reduce the amount of interest payments made by the Company and the Facility will be available for re-drawing;

· the Net Issue Proceeds and Net Issuance Programme Proceeds will provide the Group with capital with which to, through the acquisition of Further Investments, further diversify the asset base in the Existing Portfolio, both geographically and across industry sectors;

· Existing Shareholders will be able to subscribe for further Ordinary Shares in the Company and those investors who would not otherwise have been able to invest in the Company will have the opportunity to make an investment;

· the market capitalisation of the Company will increase following the Initial Issue and the Issuance Programme and it is expected that the secondary market liquidity of the Ordinary Shares will be enhanced through a larger and more diversified Shareholder base; and

· the Initial Issue and Issuance Programme will provide a larger asset base for the Company over which its fixed operating costs may be spread, thereby providing a reduction to the Company's Ongoing Charges Ratio.

DIRECTORS' INTENTION TO SUBSCRIBE

As at the date of the Prospectus, the Directors intend to subscribe for, in aggregate, 159,870 New Ordinary Shares pursuant to the Initial Issue.

NET ASSET VALUE UPDATE

The last Net Asset Value per Existing Ordinary Share published by the Company was as at 31 December 2021 and was 148.2 pence.  The next Net Asset Value per Existing Ordinary Share due to be published by the Company will be as at 30 June 2022, and is expected to be published by September 2022.  In advance of this, the Directors, based on the advice of the Investment Adviser (and taking into account the dividend of 3.77 pence per Ordinary Share declared on 24 March 2022 which has an ex-dividend date of 7 April 2022), estimate that as at 31 March 2022 the Estimated Net Asset Value is not less than 148.7 pence per Existing Ordinary Share.

The Estimated Net Asset Value is an estimate of the Directors based on the Investment Adviser's advice and unaudited financial information of the Group.  This estimate has been calculated using the same methodology as is used for the half-yearly Net Asset Values, other than in respect of the forecast cashflows of underlying projects, and the associated discount rates applied to those forecast cashflows, both of which have only been updated to reflect known changes in project performance to the extent these are expected to have a significant impact on the total Estimated Net Asset Value. The dividend of 3.77 pence per Ordinary Share which was declared on 24 March 2022 reduced the net asset value but this was more than offset by other factors including the time value of money (i.e. less discounting applied to forecast cash flows), the receipt of distributions from the Company's investment portfolio, changes in foreign exchange rates and favourable adjustments to reflect known changes in project performance.

This Estimated Net Asset Value and the information that has been used to prepare it has not been audited or reviewed by any person outside the Amber Group other than the Directors.  As such, there can be no assurance that the Net Asset Value as at 30 June 2022 will reflect the Estimated Net Asset Value which is prepared as at 31 March 2022.

INVESTMENT OBJECTIVES

The Company's intention is to provide investors with distributions that are sustainable over the long-term.  The Company will target a minimum dividend per annum and the Company will aim to maintain and enhance the level of distributions where sustainable to do so.  The Company's target dividend for 2022 is 7.74 pence per Ordinary Share which equates to a dividend yield (based on the Net Asset Value per Share as at 31 December 2021) of approximately 5.2 per cent. The Company's target dividend for 2023 is 7.93 pence per Ordinary Share which equates to a dividend yield (based on the Net Asset Value per Share as at 31 December 2021) of approximately 5.4 per cent.v  The Company has met its pro rata dividend target in respect of the dividend declared on 24 March 2022 for the second half of the 2021 financial year.

The Company's ability to make distributions and/or to pay dividends will be subject always to the requirements of the Law.

The Directors also believe that long-term capital growth can be achieved.  From the Company's Initial Public Offer in 2006 until the end of 2018, the Company targeted an IRR equal to or greater than 8 per cent.vi on the Initial Public Offer issue price of 100 pence per Ordinary Share, reflecting a NAV appreciation plus dividends paid. In 2019 the Board modified the Company's long-term target return to 7 per cent.vii due to the evolution of the infrastructure sector into a mainstream investment class and the decrease in long-term interest rates. The Company therefore continues to target an IRR equal to or greater than 7 per cent. on the Initial Public Offer issue price of 100 pence per Ordinary Share over the long-term, and hopes to achieve this through (amongst other techniques) asset development, future acquisitions, active management and prudent use of gearing.  The Directors believe that the Company's focus on investing in long-term, inflation-linked revenues to deliver a growing dividend, where possible with the potential for capital appreciation, remains at the core of the Company's investment proposition. The Directors also believe, based on the advice of the Investment Adviser, that there are currently opportunities to acquire Further Investments that may enhance the Company's IRR. In addition, the Directors will also consider making divestments where an Investment is no longer aligned with the Company's investment objectives or where circumstances offer an opportunity to enhance the value of the Investment Portfolio.

The Company seeks to operate and invest responsibly in a diversified portfolio of infrastructure assets and businesses, which through active management, meets societal and environmental requirements both now and into the future, in order to meet its investment objectives.

INVESTMENT POLICY

The Company's investment policy is to invest directly or indirectly in public or social infrastructure assets located in the UK, Australia, Europe and North America.  The Investment Adviser will also consider investment in other core OECD countries, such as New Zealand, where it considers that the risk profile of a particular opportunity meets the Company's requirements.

The Group intends to continue acquiring operational and construction phase assets from Amber (or via its own asset origination activities) and/or third party vendors.  The Group intends (but is not bound) to hold its investments for the long-term and may well hold its investments for the life of a project.  The Group will seek to enhance the capital value of its investments and the income derived from its investments.

DETAILS OF THE NEW SHARES

The Company is targeting an initial capital raising of up to £250 million (with the ability to increase the size to up to £325 million) by way of an Initial Issue of New Shares at an Initial Issue Price of 159.5 pence per New Share, representing a discount of 6.5 per cent. to the Closing Price of 170.6 pence per Existing Ordinary Share as at the close of business on 7 April 2022 (being the latest practicable date prior to the publication of the Prospectus).  The Initial Issue Price represents a premium of 7.3 per cent. to the Estimated Net Asset Value per Existing Ordinary Share of not less than 148.7 pence (calculated as at 31 March 2022 and therefore having been reduced to reflect the dividend of 3.77 pence per Existing Ordinary Share declared on 24 March 2022 and which has an ex-dividend date of 7 April 2022) viii .

The Initial Issue comprises a Placing, an Open Offer and an Offer for Subscription plus an Intermediaries Offer, in aggregate equalling up to 156,739,812 New Shares at the Initial Issue Price of 159.5 pence per New Share.  The Open Offer will be made to Qualifying Shareholders at the Initial Issue Price, on the terms and subject to the conditions of the Open Offer, on the basis of:

1 New Share for every 12 Existing Ordinary Shares held on the Record Date

The Initial Issue is conditional upon the passing of the Pre-emption Resolution at the Extraordinary General Meeting, Admission of the New Shares to be issued pursuant to the Initial Issue occurring no later than 8:00 am on 4 May 2022 (or such later time and/or date as the Company and the Sponsor may agree and the Company notifies to Shareholders being no later than 30 June 2022), the Issue Agreement not being terminated and becoming unconditional in accordance with its terms and if a supplementary prospectus is required to be published in accordance with FSMA, such supplementary prospectus being approved by the FCA and published by the Company in accordance with the Prospectus Regulation Rules.

The Company will have the ability to issue up to 250 million New Shares pursuant to the Issuance Programme.  Details of the Issuance Programme (including the conditions to which it is subject), and further details of the Initial Issue, are contained in the Prospectus.

Applications will be made for the New Shares to be issued (both pursuant to the Initial Issue and the Issuance Programme) to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.  The New Shares to be issued under the Initial Issue and Issuance Programme will rank pari passu in all respects with the Existing Ordinary Shares and each other, save in respect of any dividends with a record date occurring before the relevant date of issue.

EXTRAORDINARY GENERAL MEETING

The Proposal is conditional on the approval by Shareholders of a Resolution disapplying pre-emption rights and granting the Board authority to allot the New Shares in respect of the Initial Issue and the Issuance Programme to be put to the Extraordinary General Meeting, which has been convened for 9:30 a.m. on 28 April 2022. The Notice convening the Extraordinary General Meeting will be set out in the Circular which is also expected to be published shortly.

NOTES

i Future profit projection and dividends cannot be guaranteed. Projections are based on current estimates and may vary in future.

ii Calculated by running a "plus 1.0%" inflation sensitivity for each investment and solving each investment's discount rate to return the original valuation. The inflation-linked return is the increase in the portfolio weighted average discount rate.

iii Correlation (R) from Bloomberg - 12 months to 31 December 2021.

i v Source: Bloomberg. Total shareholder return is capital appreciation of the Ordinary Shares plus cash dividends and has been calculated over the period from the Company's IPO to 31 December 2021

v These figures for 2022 and 2023 are targets only and not profit forecasts.  There can be no assurance that these targets will be met or that the Company will make any distributions whatsoever.

vi These are targets only and not profit forecasts.  There can be no assurance that these targets will be met or that the Company will make any distributions whatsoever.

vii Calculated by reference to the November 2006 IPO issue price of 100 pence and reflecting a NAV appreciation plus dividends paid.

viii   The Estimated Net Asset Value is an estimate of the Directors based on the advice of the Investment Adviser and based on unaudited financial information of the Group, but using the same methodology as is used for the half-yearly Net Asset Values.  This Estimated Net Asset Value and the information that has been used to prepare it has not been audited or reviewed by any person outside the Amber Group other than the Directors.  As such, there can be no assurance that the Net Asset Value as at 30 June 2022 will reflect the Estimated Net Asset Value which is prepared as at 31 March 2022.

IMPORTANT NOTICES

This is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Amber Fund Management Limited (the "Investment Adviser") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended, "FSMA"). Amber Fund Management Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") (FCA number: 495729) and has its registered office at 3 More London Riverside, London SE1 2AQ, United Kingdom.

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus to be published by the Company (and in any supplementary prospectus) (the "Prospectus") and not in reliance on this announcement. Investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in ordinary shares in the Company (the "New Shares"). Approval of the Prospectus by the FCA should not be understood as an endorsement of the New Shares. When made generally available, copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and will be made available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description, a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase New Shares.

Before investing you should consider the suitability of such investment in consideration of your investment objectives, attitude and appetite to risk.  The attention of investors is drawn to the risks associated with an investment in the New Shares which are detailed in the Prospectus.  These risks include the following.

· The value of an investment in the Company, and the returns derived from it, if any, may go down as well as up and an investor may not get back the amount invested.

· The Company's investment portfolio may not perform as anticipated at the time of investment and may be loss-making.

· The market price of the New Shares may fluctuate independently of their Net Asset Value and the New Shares may trade at a discount or premium to their Net Asset Value at different times and it may be difficult for Shareholders to realise their investment.

· 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.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is the sponsor to the Company.  Numis is acting exclusively for the Company and for no-one else in connection with the Initial Issue and the Issuance Programme.  Numis will not regard any other person (whether or not a recipient of this announcement or the Prospectus) as its client in relation to the Initial Issue or the Issuance Programme and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Initial Issue, the Issuance Programme, the contents of this announcement or the Prospectus or any transaction or arrangement referred to in the Prospectus.  Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by FSMA or the regulatory regime established thereunder, Numis does not make any representation, express or implied, in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement or the Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company, the Investment Adviser, the New Shares, the Initial Issue, the Issuance Programme or any Admission.  Numis and its affiliates accordingly, to the fullest extent permitted by law, disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement, the Prospectus, or any such statement.

The New Shares have not been and will not be registered under the United States 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, or under any of the relevant securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan, or any Member State of the European Economic Area (other than to professional investors in Ireland)  or their respective provinces, territories or possessions. No action has been taken by the Company or Numis that would permit an offering of any shares in the capital of the Company or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Numis to inform themselves about, and to observe, such restrictions.

The New Shares may not (unless any exemption from such registration or laws is available) be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States, or to, or for the account or benefit of, "US Persons" (as defined in Regulation S under the Securities Act ("Regulation S")) or in Australia, Canada, the Republic of South Africa, New Zealand or Japan or their respective provinces, territories or possessions.  No public offering of the New Shares is being made in the United States.  The New Shares may be offered and sold only outside the United States to non-US Persons in "offshore transactions" within the meaning of, and in reliance on, Regulation S. Any sale of Shares in the United States or to US Persons may only be made to a limited number of persons reasonably believed to be "qualified institutional buyers" ("QIBs"), as defined in Rule 144A under the Securities Act, that are also "qualified purchasers" ("Qualified Purchasers"), as defined in the United States Investment Company Act of 1940, as amended (the "Investment Company Act") and that execute a representation letter and participate in the Placing. The Company has not been and will not be registered under the Investment Company Act and, as such, investors will not be entitled to the benefits of the Investment Company Act. No offer, purchase, sale or transfer of the New Shares may be made except under circumstances which will not result in the Company being required to register as an investment company under the Investment Company Act. A US Person that acquires New Shares may be required to sell or transfer these New Shares to a person qualified to hold New Shares or forfeit the New Shares if the transfer is not made in a timely manner.

Neither the United States Securities and Exchange Commission (the "SEC") nor any securities regulatory authority of any state or other jurisdiction of the United States has approved or disapproved of the New Shares or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

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 Investment Adviser, Numis 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.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "forecasts", "projects", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include all matters that are not historical facts.

All forward-looking statements address matters that involve risks and uncertainties.  Accordingly, there are or will be important factors that could cause the Company's actual results to differ materially from those indicated in these statements.  These factors include but are not limited to those described in the part of the Prospectus entitled "Risk Factors", which should be read in conjunction with the other cautionary statements that are included in this announcement.  Any forward-looking statements in this announcement reflect the Company's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company's operations, results of operations and growth strategy and the liquidity of New Shares. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements.

These forward-looking statements apply only as of the date of this announcement.  Subject to any obligations under applicable law or UK regulatory requirements (including FSMA, the Listing Rules, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Prospectus Regulation Rules), the Company undertakes no obligation publicly to update or review any forward looking statement whether as a result of new information, future developments or otherwise.  Prospective investors should specifically consider the factors identified in this announcement  which could cause actual results to differ before making an investment decision.

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; (c) local implementing measures of (a) and (b); and (d) where applicable to UK investors or UK firms, the UK version of (a) and (b) as incorporated into UK law by the European Union (Withdrawal) Act 2018, as amended and supplemented and including the FCA's Product Intervention and Governance Sourcebook (PROD) (the "UK MiFID Laws") ((a) to (d) 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 New Shares have been subject to a product approval process, which has determined that the New Shares are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II or the UK MiFID Laws; and (ii) eligible for distribution through all such distribution channels as are permitted by MiFID II or the UK MiFID Laws (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in New 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 Issue.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis will only contact prospective applicants for participation in the Placing who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or the UK MiFID Laws (as applicable); 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 New Shares.  Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.

PRIIPS

A Key Information Document in respect of the Shares is available to investors at the Company's website. If you are distributing the New Shares, it is your responsibility to ensure that the a Key Information Document is provided to any clients that are "retail clients". The Company is the only manufacturer of the Shares for the purposes of the UK version of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs), which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws" or Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") and neither the Investment Adviser nor Numis is a manufacturer for these purposes. Neither the Investment Adviser nor Numis makes any representations, express or implied, or accept any responsibility whatsoever for the contents of any Key Information Document prepared by the Company nor accepts any responsibility to update the contents of any Key Information Document in accordance with the UK PRIIPs Laws or the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such Key Information Document to future distributors of New Shares. Numis, the Investment Adviser and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of any Key Information Document prepared by the Company.

 

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