Proposed Issue of Equity

RNS Number : 5473D

International Public Partnerships

30 June 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES , AUSTRALIA , CANADA , JAPAN , SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS.  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.

  30 June 2021

Proposed Issue of Equity

The Board of Directors (the "Board") of International Public Partnerships Limited (the "Company" or "INPP") is pleased to announce that the Company is intending to raise additional funds  through the issue of ordinary shares of 0.01p each in the capital of the Company (the "New Ordinary Shares") by way of tap issuance (the "Issue"). The Issue will be made to qualifying investors through the Company's corporate broker, Numis Securities Limited ("Numis").

The Board is launching the fund raising in order to repay drawn facilities and to provide additional resources for the Company's approved near term transactions.

The Board is proposing to undertake the Issue at an Issue price per New Ordinary Share of 165p, which represents a premium of 15% to the 31 December 2020 Company's net asset value ("NAV") less the 2020 second half year dividend of 3.68p.

Following recent investments the Company is currently £56 million drawn against its £250 million corporate debt facility. The Company has approved near term transactions with a capital requirement of c.£100 million, which includes the recently announced investment into Beatrice Offshore Transmission project ("OFTO") .

In addition the Board is preferred bidder on a number of transactions namely Rampion and East Anglia One OFTOs, which represent c. £135 million of additional investment. The Company has also identified a range of interesting opportunities beyond this pipeline.

Given the investment commitments and investment opportunities noted above and having regard to wider market considerations, the Company believes that it is appropriate to raise further equity capital and is currently targeting to raise c. £100 million of additional equity capital (but may consider raising lesser or additional amounts, at its discretion to cover approved near term transactions and depending on shareholder demand). The New Ordinary Shares will, when issued, rank pari passu with the existing Ordinary Shares. 

The Issue is expected to close at 12 noon (London time) on Thursday 8 July 2021, but may close earlier or later at the absolute discretion of the Board.

Qualified investors (see definition below) are invited to apply for New Ordinary Shares by contacting Numis using the contact details below. By applying to Numis, applicants will be deemed to have accepted the terms and conditions of the Issue in the Appendix to this announcement. The decision to allot New Ordinary Shares to any qualified investor shall be at the absolute discretion of the Board and Numis. Following the allocation decision, New Ordinary Shares will be allotted to Numis for onward dealing to successful applicants.

Management Fee Taper

The Company also advises that it intends that the annual investment management fee paid to the Investment Adviser, Amber Fund Management Limited ("Amber"), will include an additional tier, such that the investment management fee will be reduced from 90bps to 80bps for fully operational assets on that amount of the Company's adjusted gross asset value as is in excess of £2.75 billion.

Expected Timetable

Fund Raise Opens	30 June 2021
Latest time and date for receipt of commitments under the Placing	12 p.m. on 8 July 2021
Announcement of results of the Placing	5.00 p.m. on 8 July 2021
Admission and dealing in New Ordinary Shares on the London Stock Exchange's Main Market	8.00 a.m. on 13 July 2021

Certain information contained in this announcement would have constituted inside information (as defined by Article 7 of Regulation (EU) No 596/2014) prior to its release as part of this announcement.

For further information:

Erica Sibree  [phone]

Amber Fund Management Limited 

Hugh Jonathan                                                                  [phone]

Numis Securities 

Important Notices

This Announcement has been issued by and is 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 either Amber Fund Management Limited or by Numis or by any of their respective affiliates or agents 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 interested party or its advisers, and any liability therefore is expressly disclaimed.

Neither this Announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

This Announcement and the information contained herein is not for publication, release or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa, any EEA jurisdiction other than Ireland, Sweden and Denmark or any jurisdiction in which the same would be unlawful. This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company.

The Company is a non-EU and non-UK AIF for the purposes of the Alternative Investment Fund Managers Directive (including as such directive has been implemented in the UK, "AIFMD") and has not applied for permission to market New Ordinary Shares in any jurisdiction other than the United Kingdom, Ireland, Sweden and Denmark.  Investors will, by applying to acquire New Ordinary Shares, be deemed to have represented that it is lawful for them to have made such an application and to hold New Ordinary Shares and that where required by AIFMD, they have read the information made available by the Company under Article 23 of AIFMD and, in the UK, the provisions of FUND 3.2 in the Handbook of Rules and Guidance of the Financial Conduct Authority (the "FCA") (the "Article 23 Disclosures"). The Article 23 Disclosures can be found on the INPP website at www.internationalpublicpartnerships.com/investor-information/other-publications.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and is acting for no-one else in connection with the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the proposed issue or any other matter referred to herein. To the fullest extent permitted by law recipients agree that Numis shall not have any liability (direct or indirect) for or in connection with this Announcement or any matters arising out of or in connection herewith. Numis has not authorised the contents of, or any part of, this document.

This announcement does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefor.  This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all relevant information before making any investment.

No public offer is being made of New Ordinary Shares.  This announcement is directed in the UK only at persons selected by Numis who are (i) "qualified investors" as defined in article 2(e) of the UK version of the Prospectus Regulation ((EU) 2017/1129), (ii) persons to whom New Ordinary Shares may lawfully be marketed under the UK's legislation implementing AIFMD, and (iii) either "investment professionals" falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") or "high net worth companies, unincorporated associations etc" falling within article 49(2) of the FPO or to persons to whom it may otherwise lawfully be communicated under the FPO (all such persons together being referred to as "relevant persons").  Only relevant persons in the UK may participate in the Issue.

The New Ordinary Shares that are the subject of the Issue are not being offered or sold to any person in the European Economic Area (EEA), other than to persons who are both (i) "qualified investors" as defined in article 2(e) of the Prospectus Regulation ((EU) 2017/1129) (the "Prospectus Regulation"), which includes legal entities which are regulated or entities which are not so regulated whose corporate purpose is solely to invest in securities and (ii) persons to whom the New Ordinary Shares may be lawfully marketed under AIFMD or the applicable implementing legislation (if any) of the member state of the EEA in which such person is domiciled or in which such person has a registered office.

The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any State or other jurisdiction of the United States (as defined below), and accordingly may not be offered, sold or transferred within the United States of America, its territories or possessions, any State of the United States or the District of Columbia (the United States) except pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act. The Issue is being made (i) outside the United States in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S and (ii) to persons located inside the United States or to U.S. Persons that are ''qualified institutional buyers'' (as the term is defined in Rule 144A under the U.S. Securities Act) that are also ''qualified purchasers'' within the meaning of section 2(A)(51) of the U.S. Investment Company Act in reliance on an exemption from registration provided by section 4(A)(2) under the U.S. Securities Act.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and investors will not be entitled to the benefits of the U.S. Investment Company Act. This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in any jurisdiction including, without limitation, the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (an "Excluded Territory").  This Announcement and the information contained therein are not for publication or distribution, directly or indirectly, to persons in an Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The distribution of this Announcement, and/or the issue of New Ordinary Shares in certain jurisdictions may be restricted by law and/or regulation.  No action has been taken by the Company, Numis or any of their respective affiliates as defined in Rule 501(b) under the U.S. Securities Act (as applicable in the context used, Affiliates) that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required.  Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.

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,; and/or (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 Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of professionally advised 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 a) if to professionally advised retail investors, through advised distribution channels only; or b) through such distribution channels as are appropriate to professional clients and eligible counterparties, (in each case) 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 Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New Ordinary 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 Issue 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 Ordinary Shares.  Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.  

 

Appendix

Terms and Conditions of the Issue

1.  General

1.1  By participating in the Issue each applicant for New Ordinary Shares (an "Applicant") is deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.

1.2  Each Applicant which confirms its agreement (whether orally or in writing) to Numis to acquire New Ordinary Shares under the Issue will be bound by these terms and conditions and will be deemed to have accepted them.

1.3  The Company and/or Numis may require any Applicant to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit.  In particular, Applicants will be subject to their usual dealing terms and conditions with Numis (the "Dealing Terms"). In the event of a conflict between this Appendix and the Dealing Terms, the provisions of the Dealing Terms will prevail insofar as they relate to the relationship between Numis and the Applicant.

2.  Agreement to Acquire New Ordinary Shares

2.1  Conditional upon:

(a)  Admission occurring and becoming effective by 8.00 a.m. on 13 July 2021 or such later date as the Company and Numis may agree;

(b)  Numis confirming to the Applicants their allocation of the relevant New Ordinary Shares,

an Applicant agrees to become a member of the Company and agrees to take those New Ordinary Shares allocated to it by Numis at the price of 165p per New Ordinary Share (the "Issue Price").

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

3.  Payment for New Ordinary Shares

Each Applicant must pay the Issue Price for the New Ordinary Shares issued to or for the benefit of the Applicant in the manner and by the time directed by Numis.  If any Applicant fails to pay as so directed and/or by the time required, the relevant Applicant's application for the New Ordinary Shares shall at Numis' discretion either be accepted or rejected.

4.  Participation in, and principal terms of, the Issue

4.1  Prospective Applicants will be identified and contacted by Numis. Prospective Applicants may also contact Numis.

4.2  The latest time and date for receipt of commitments under the Issue is 12 noon on 8 July 2021. Numis reserves the right to bring this date forward, or to extend the timetable at their discretion (in consultation with the Company).

4.3  Numis will re‐contact and confirm orally or in writing to Applicants the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter. Numis' oral confirmation of the size of allocations and each Applicant's oral commitment to accept the same or such lesser number as determined in accordance with paragraph 4.4 below will constitute a legally binding agreement pursuant to which each such Applicant will be required to accept the number of New Ordinary Shares allocated to the Applicant at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix.

4.4  The Company and Numis reserve the right to scale back the number of New Ordinary Shares to be subscribed by any Applicant in the event of an oversubscription in the Issue.  Numis and the Company also reserve the right not to accept offers to subscribe for New Ordinary Shares or to accept such offers in part rather than in whole.  Numis shall be entitled to effect the Issue by such method as they shall in its sole discretion determine. To the fullest extent permissible by law, neither Numis nor any holding company of Numis, nor any subsidiary, branch or affiliate of Numis (each an "Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to Applicants (or to any other person whether acting on behalf of an Applicant or otherwise). In particular, neither Numis, nor any Affiliate thereof nor any person acting on their behalf shall have any liability to Applicants in respect of their conduct of the Issue. No commissions will be paid to Applicants or directly by Applicants in respect of the New Ordinary Shares.

4.5  Each Applicant's obligations will be owed to the Company and to Numis. Following the oral confirmation referred to above, each Applicant will have an immediate, separate, irrevocable and binding obligation, owed to Numis, to pay to Numis (or as Numis may direct) in cleared funds an amount equal to the product of the Issue Price and the number of New Ordinary Shares which such Applicant has agreed to acquire under the Issue. Commitments under the Issue, once made, cannot be withdrawn without the consent of Numis and the Company. The Company shall allot New Ordinary Shares to Numis for onward transmission to each Applicant following Numis' confirmation of such Applicant's payment to Numis of such amount.

4.6  Each Applicant agrees to indemnify on demand and hold each of Numis, the Company, Amber and their respective 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 acknowledgements, undertakings, representations, warranties and agreements set forth in these terms and conditions as supplemented as described in paragraph 1.3.

4.7  By participating in the Issue, each Applicant agrees that its rights and obligations hereunder terminate only in the circumstances described above and will not be capable of rescission or termination by the Applicant.

5.  No Prospectus

5.1  The Issue is only available to Relevant Persons that are identified and contacted by Numis and the New Ordinary Shares will only be offered in such a way as to not require a prospectus in Guernsey, the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the Guernsey Financial Services Commission nor the States of Guernsey Policy Council nor the FCA in relation to the Issue and Applicants' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and information that has been published by the Company in accordance with the FCA's Disclosure Guidance and Transparency Rules, Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (commonly known as the Market Abuse Regulation) and the Company's pre-investment disclosure document prepared for the purposes of Article 23 of the AIFM Directive (collectively "Regulatory Information").

5.2  Each Applicant, by accepting a participation in the Issue, agrees that the content of this Announcement, including this Appendix, is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Regulatory Information), representation, warranty, or statement made by or on behalf of the Company or Numis, Amber or any other person and none of the Company, Numis, Amber nor any other person will be liable for any Applicant's decision to participate in the Issue based on any other information, representation, warranty or statement which the Applicant may have obtained or received. Each Applicant acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Issue, and confirms that it has understood the risks of investing in the Company and acquiring New Ordinary Shares and has read the risk factors detailed in the Company's latest annual report and financial statements, in the Company's most recently published prospectus and in the Article 23 pre-investment disclosure document, each of which are available on the Company's website.  Each Applicant also acknowledges that it has had an opportunity to review and access the information on the Company's ongoing charges detailed in the Regulatory Information. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

6.  Representations and Warranties

By participating in the Issue, each Applicant will (and any person acting on such Applicant's behalf) be deemed to acknowledge, agree, represent and warrant to each of the Company, Numis and Amber that:

6.1  it has read this Announcement, including this Appendix, in its entirety and acknowledges that its acquisition of New Ordinary Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement (including this Appendix);

6.2  no offering document or prospectus has been prepared in connection with the New Ordinary Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

6.3  the Ordinary Shares are listed on the premium listing segment of the Official List of the Financial Conduct Authority, and the Company is therefore required to publish Regulatory Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Applicant is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

6.4  it is relying solely on this Announcement (including this Appendix) and the Regulatory Information published by the Company prior to Admission of the New Ordinary Shares issued pursuant to the Issue and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Issue;

6.5  the content of this Announcement and the Regulatory Information is exclusively the responsibility of the Company and (in respect of the Regulatory Information) in addition to the Company, the persons stated therein as accepting responsibility, and apart from the liabilities and responsibilities, if any, which may be imposed on Numis or Amber under any regulatory regime, none of Numis or Amber nor any person acting on their behalf nor any of their Affiliates makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of this Announcement and the Regulatory Information nor for any other statement made or purported to be made by them or on its or their behalf in connection with the Company, the New Ordinary Shares or the Issue, including but without limitation the Company's Key Information Document published in accordance with Regulation (EU) 1286/2014 of the European Parliament and the Council (commonly known as the "PRIIPs Regulation");

6.6  if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to acquire New Ordinary Shares under the Issue, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, Numis, Amber or any of their respective Affiliates, officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Issue;

6.7  it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the New Ordinary Shares and it is not acting on a non-discretionary basis for any such person;

6.8  it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

6.9  it accepts that none of the New Ordinary Shares have been or will be registered in any jurisdiction other than the United Kingdom and that the New Ordinary Shares may not be offered, sold or delivered, directly or indirectly, within any Excluded Territory;

6.10  if it is applying for New Ordinary Shares in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the New Ordinary Shares may be lawfully offered under that other jurisdiction's laws and regulations;

6.11  it has not been engaged to acquire the New Ordinary Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA;

6.12  if it is resident in the UK, it is a qualified investor within the meaning of Article 2(e) of the UK version of the Prospectus Regulation and also a person (i) who has professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) falling within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement (including this Appendix) may otherwise be lawfully communicated;

6.13  if it is a resident in the EEA (which, for the avoidance of doubt for these purposes includes the UK):

(a)  it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation (EU 2017/1129) (the "Prospectus Regulation"); and

(b)  that it is a person to whom the New Ordinary Shares may be lawfully marketed under the AIFM Directive or under the applicable implementing legislation (if any) of that Relevant Member State; and

(c)  if it is a financial intermediary, as that term is used in Article 5 of the Prospectus Regulation, that the New Ordinary Shares purchased by it in the Issue will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Relevant Member State other than qualified investors (within the meaning of Article 2(e) of the Prospectus Regulation), or in circumstances in which the prior consent of Numis has been given to the offer or resale;

6.14  if it is outside the United Kingdom, neither this Announcement (including this Appendix) or any other information of document issued by or on behalf of or in respect of the Company or Numis constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for New Ordinary Shares pursuant to the Issue unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and the New Ordinary Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

6.15  it acknowledges that neither Numis nor any of its Affiliates nor any person acting on their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Issue or providing any advice in relation to the Issue and participation in the Issue is on the basis that it is not and will not be a client of Numis or any of its Affiliates and that Numis and its Affiliates do not have any duties or responsibilities to it for providing the protections afforded to their respective clients or for providing advice in relation to the Issue or the Company nor in respect of any representations, warranties, undertaking or indemnities contained in these terms and conditions;

6.16  it acknowledges that where it is acquiring New Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account:

(a)  to acquire the New Ordinary Shares for each such account;

(b)  to make on each such account's behalf the representations, warranties and agreements set out in this Appendix; and

(c)  to receive on behalf of each such account any documentation relating to the Issue in the form provided by the Company and/or Numis. It agrees that the provision of this paragraph shall survive any resale of the New Ordinary Shares by or on behalf of any such account;

6.17  it accepts that if the Issue does not proceed (for whatever reason) then none of the Company, Numis, Amber or any of their Affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

6.18  it acknowledges that any person in Guernsey involved in the business of the Company who has a suspicion or belief that any other person (including the Company or any person subscribing for New Ordinary Shares) is involved in money laundering activities, is under an obligation to report such suspicion to the Financial Intelligence Service pursuant to the Terrorism and Crime (Bailiwick of Guernsey) Law, 2002 (as amended);

6.19  in connection with its participation in the Issue, it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person:

(a)  subject to the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692), as amended, and any other applicable anti-money laundering guidance, regulations or legislation in force and applicable in the UK ("Money Laundering Regulations"); or

(b)  subject to the EU Directive 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, as amended (the "Money Laundering Directive"); or

(c)  subject to the Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law 1999 (as amended), the Handbook for Financial Services Business on countering financial crime and terrorist financing (containing rules and guidance) issued by the Guernsey Financial Services Commission, The Terrorism and Crime (Bailiwick of Guernsey) Law, 2002 and the Disclosure (Bailiwick of Guernsey) Law 2007, in each case as amended, supplemented or replaced from time to time; or

(d)  acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

6.20  it agrees that, due to anti-money laundering and the countering of terrorist financing requirements, Numis and/or the Company may require proof of identity of the Applicant 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 Applicant to produce any information required for verification purposes, Numis and/or the Company may refuse to accept the application and the subscription monies relating thereto.  It holds harmless and will indemnify Numis and 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;

6.21  if it is acting as a "distributor" (for the purposes of the MiFID II Product Governance Requirements):

(a)  it acknowledges that the Target Market Assessment in the Announcement does not constitute:

(i)  an assessment of suitability or appropriateness for the purposes of MiFID II; or

(ii)  a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares, and each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels;

(b)  notwithstanding any Target Market Assessment in the Announcement, it confirms that it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the New Ordinary Shares and with the end target market; and

(c)  it acknowledges that the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary 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;

6.22  the representations, undertakings and warranties contained in this Appendix are irrevocable. It acknowledges that Numis, the Company, Amber and their respective Affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the relevant New Ordinary Shares are no longer accurate, it shall promptly notify Numis and the Company in writing;

6.23  where it or any person acting on behalf of it is dealing with Numis, any money held in an account with Numis on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the Financial Conduct Authority which therefore will not require Numis to segregate such money, as that money will be held by Numis under a banking relationship and not as trustee;

6.24  any of its clients, whether or not identified to Numis or any of its Affiliates or agents, will remain its sole responsibility and will not become clients of Numis or any of their Affiliates or agents for the purposes of the rules of the Financial Conduct Authority or for the purposes of any other statutory or regulatory provision;

6.25  it accepts that the allocation of New Ordinary Shares shall be determined by the Company and Numis in their absolute discretion and that such persons may scale down any Issue commitments for this purpose on such basis as they may determine;

6.26  time shall be of the essence as regards its obligations to settle payment for the relevant New Ordinary Shares and to comply with its other obligations under the Issue; and

6.27  it requests, at its own initiative, that the Company (or its agents) notifies it of all future opportunities to acquire securities in the Company and provides it with all available information in connection therewith.

7.  United States Purchase and Transfer Restrictions

By participating in the Issue, each Applicant will (and any person acting on such Applicant's behalf) be deemed to acknowledge, agree, represent and warrant to each of the Company, Numis and Amber that:

7.1  If it is located outside the United States, it is not a U.S. Person, it is acquiring the New Ordinary Shares in an "offshore transaction" within the meaning of, and in reliance on, Regulation S and it is not acquiring the New Ordinary Shares for the account or benefit of a U.S. Person;

7.2  if it is located inside the United States or is a U.S. Person, it is a "qualified institutional buyer" (as the term is defined in Rule 144A under the U.S. Securities Act) that is also a "qualified purchaser" within the meaning of Section 2(a)(51) of the U.S. Investment Company Act, and the related rules thereunder and is acquiring the New Ordinary Shares for its own account or for the account of one or more "qualified institutional buyers" that are also "qualified purchasers" for which it is acting as a duly authorised agent or for a discretionary account with respect to which it exercises sole investment discretion and not with a view to any resale, distribution or other disposition of any such securities in violation of any US federal or state securities laws;

7.3  it acknowledges that the New Ordinary Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration, or an exemption from registration, under the U.S. Securities Act;

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

7.5  it acknowledges that Amber has not registered under the U.S. Investment Advisers Act of 1940, as amended (the "U.S. Investment Advisers Act") and that the Company has put in place restrictions on the sale and transfer of the New Ordinary Shares to ensure that Amber is not and will not be required to register under the U.S. Investment Advisers Act;

7.6  no portion of the assets used to purchase, and no portion of the assets used to hold, the New Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of ERISA of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Code. In addition, if an investor is a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its purchase, holding, and disposition of the New Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

7.7  that if any New Ordinary Shares offered and sold pursuant to Regulation S are issued in certificated form (or if a request to rematerialize uncertificated New Ordinary Shares into certificated form), then such certificates evidencing ownership will contain a legend substantially to the following effect unless otherwise determined by the Company in accordance with applicable law:

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

provided, that if any New Ordinary Shares are being sold pursuant to paragraph 7.9 below, and if the Company is a "foreign issuer" within the meaning of Regulation S at the time of sale, any such legend may be removed upon delivery of the certification described in paragraph 7.9 below, and provided further, that, if any New Ordinary Shares are being sold pursuant to paragraph 7.9 below, the legend may be removed by delivery to the Company of an opinion of counsel of recognised standing in form and substance reasonably satisfactory to the Company, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act, the U.S. Investment Company Act or State securities laws;

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

7.9  if it is a person described in paragraph 7.2 above and, if in the future it decides to offer, resell, pledge or otherwise transfer any of the New Ordinary Shares, it understands and acknowledges that the Shares are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and such New Ordinary Shares may be offered, resold, pledged or otherwise transferred only (i) outside the United States to non-U.S. Persons in an offshore transaction in accordance with Rule 904 of Regulation S (including, for example, an ordinary trade over the London Stock Exchange), provided that the Company is a "foreign issuer" within the meaning of Regulation S at the time of sale, upon delivery to the Company of an exit certificate executed by the transferor in a form reasonably satisfactory to the Company, (ii) in a transaction that does not require registration under the U.S. Securities Act or any applicable United States securities laws and regulations or require the Company to register under the U.S. Investment Company Act, subject to delivery to the Company of a US investor representation letter executed by the transferee in a form reasonably satisfactory to the Company, or (iii) to the Company;

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

7.11  it acknowledges that the Company reserves the right to make inquiries of any holder of the New Ordinary Shares or interests therein at any time as to such person's status under the U.S. federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the U.S. securities laws to transfer such New Ordinary Shares or interests in accordance with the Articles;

7.12  it acknowledges and understands that the Company is required to comply with the U.S. Foreign Account Tax Compliance Act ("FATCA") and that the Company will follow FATCA's extensive reporting and withholding requirements from their effective date. The Applicant agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA;

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

7.14  it has received, carefully read and understands this Announcement (including this Appendix), and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement (including this Appendix) or any other materials concerning the Company or the New Ordinary Shares to within the United States or to any U.S. Persons, nor will it do any of the foregoing; and

7.15  if it is acquiring any New Ordinary Shares as a fiduciary or agent for one or more accounts, the investor has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account. The Company, Amber, Numis and their respective Affiliates, directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements. If any of the representations, warranties, acknowledgments or agreements made by the Applicant are no longer accurate or have not been complied with, the Applicant will immediately notify the Company in writing.

8.  Data Protection

8.1  Each Applicant acknowledges that it has been informed that, pursuant to applicable data protection legislation (including the Data Protection Act 2018, the Data Protection (Bailiwick of Guernsey) Law, 2017 and the General Data Protection Regulation (EU) 2016/679)) and regulatory requirements in Guernsey, the UK and/or the EEA, as appropriate, in force from time to time (the "Data Protection Laws") the Company, Numis, the Company's Administrator and/or the Company's Registrar hold their personal data.

8.2  The Company, Numis, the Administrator and the Registrar will process such personal data at all times in compliance with Data Protection Legislation and shall only process such information for the purposes set out in the Company's privacy notice (the "Purpose") which is available for consultation on the Company's website (the "Privacy Notice").

8.3  Any sharing of personal data between parties will be carried out in compliance with Data Protection Legislation and as set out in the Company's Privacy Notice.

8.4  In providing the Company, Numis, the Administrator or the Registrar with personal data, the Applicant hereby represents and warrants to the Company, Numis, the Administrator and the Registrar that:

(a)  it complies in all material aspects with its data controller obligations under Data Protection Legislation, and in particular, it has notified any data subject of the purposes for which personal data will be used and by which parties it will be used and it has provided a copy of the Privacy Notice to such relevant data subjects; and

(b)  where consent is legally competent and/or required under Data Protection Legislation, the Applicant has obtained the consent of any data subject to the Company, Numis, the Administrator and the Registrar and their respective affiliates and group companies, holding and using their personal data for the purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the purposes).

8.5  Each Applicant acknowledges that by submitting personal data to the Company, Numis, the Administrator or Registrar (acting for and on behalf of the Company) where the Applicant is a natural person, he or she (as the case may be) represents and warrants that (as applicable) he or she has read and understood the terms of the Privacy Notice.

8.6  Each Applicant acknowledges that by submitting personal data to the Company, Numis, the Administrator or the Registrar (acting for and on behalf of the Company) where the Applicant is not a natural person, it represents and warrants that:

(a)  it has brought the Privacy Notice to the attention of any underlying data subjects on whose behalf or account the Applicant may act or whose personal data will be disclosed to the Company as a result of the Applicant agreeing to subscribe for New Ordinary Shares under the Issue; and

(b)  the Applicant has complied in all other respects with all applicable Data Protection Legislation in respect of disclosure and provision of personal data to the Company.

8.7  Where the Applicant acts for or on account of an underlying data subject or otherwise discloses the personal data of an underlying data subject, he/she/it shall, in respect of the personal data it processes in relation to or arising in relation to the Issue:

(a)  comply with all applicable Data Protection Legislation;

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

(c)  if required, agree with the Company, Numis, the Administrator and the Registrar (as applicable), the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and

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

9.  Miscellaneous

9.1  The rights and remedies of Numis, Amber 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.

9.2  The contract to acquire New Ordinary Shares under the Issue will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Numis, Company, and Amber, each Applicant irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against an Applicant in any other jurisdiction.

9.3  In the case of a joint agreement to apply for New Ordinary Shares under the Issue, references to an "Applicant" in these terms and conditions are to each of the Applicants who are a party to that joint agreement and their liability is joint and several.

9.4  Numis and the Company expressly reserve the right to modify the Issue (including, without limitation, the timetable and settlement) at any time before allocations are determined.

 

END

 

 

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