Proposed Issue of Shares

RNS Number : 5393E

Odyssean Investment Trust PLC

08 July 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA.

LEI: 213800RWVAQJKXYHSZ74

8 July 2021

ODYSSEAN INVESTMENT TRUST PLC

Proposed Issue of Shares

Odyssean Investment Trust PLC ("OIT" or the "Company") today announces that it is proposing to undertake an issue of new ordinary shares ("New Ordinary Shares") by way of a placing (the "Placing") in response to demand from certain related parties.

Harwood Capital LLP ("Harwood"), the Company's largest shareholder and a "related party" (as defined under Chapter 11 of the Financial Conduct Authority's Listing Rules), has indicated demand for 2,600,000 New Ordinary Shares on behalf of its clients. In addition, certain principals of the Company's portfolio manager, Odyssean Capital LLP (together with Harwood, the "Related Parties") wish to subscribe for not less than 370,000 New Ordinary Shares. In aggregate, the Related Parties intend to subscribe for not less than 2,970,000 New Ordinary Shares, subject to a maximum subscription amount of 3,900,000 New Ordinary Shares (the "Related Parties Issue"). The Related Parties Issue is a "smaller related party transaction" within the scope of Listing Rule 11.1.10R.

The Placing will also be open to other eligible investors that wish to subscribe for New Ordinary Shares. The Placing is expected to close at 12:00 p.m. today, 8 July 2021.

The issue price is 158 pence per New Ordinary Share (the "Placing Price"), equal to a 1% premium to the net asset value as at 6 July 2021, being the last published net asset value per ordinary share ("Ordinary Shares").

The New Ordinary Shares are being offered on a non-pre-emptive basis pursuant to the authority granted by shareholders at the Company's annual general meeting held on 22 September 2020.

To participate in the Placing, investors should communicate their interest to Winterflood Securities Limited ("Winterflood").

The Placing will be made to Qualified Investors (within the meaning of Article 2(e) of the UK version of Regulation (EU) 2017/2019 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended) through Winterflood, subject to the terms and conditions set out below 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 of OIT, following consultation with Winterflood.

By making an offer to subscribe for New Ordinary Shares under the Placing, investors will be deemed to have accepted the terms and conditions set out below in the Appendix to this Announcement. An investor that has made an offer to subscribe for New Ordinary Shares under the Placing accepts that following the closing of the Placing such offer shall be irrevocable without the consent of the Directors. Upon being notified of its allocation of New Ordinary Shares in the Placing, an investor shall be contractually committed to acquire the number of New Ordinary Shares allocated to it at the Placing Price.

Applications will be made to the Financial Conduct Authority for admission of the New Ordinary Shares to the premium listing segment of the Official List of the Financial Conduct Authority and to the London Stock Exchange for admission to trading of the New Ordinary Shares on the premium segment of its main market for listed securities ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on 13 July 2021 and that dealings in the New Ordinary Shares will commence at that time.

The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares, including the right to receive all future dividends and distributions declared, made or paid.

Expected timetable

	2021
Placing opens	7:00 a.m. on 8 July
Placing closes	12.00 p.m. on 8 July
Results of Placing announced	8 July
Admission	8.00 a.m. on 13 July

For further information please contact:

Odyssean Capital Stuart Widdowson	[phone]
Winterflood Securities Limited Darren Willis Neil Langford Hande Derinkok	[phone]
Frostrow Capital LLP David Harris	[phone]

About Odyssean Investment Trust PLC

Odyssean Investment Trust PLC   ("OIT") is a closed-ended investment trust that seeks to deliver attractive returns to its shareholders by investing in higher quality businesses and supporting them to become even better. To achieve this the Board has appointed Odyssean Capital LLP ("Portfolio Manager") to manage the portfolio.

OIT invests in a concentrated portfolio of well-researched smaller companies, typically too small for inclusion in the FTSE 250. Constructive corporate engagement is a key part of the Portfolio Manager'sapproach, drawing on the investment team's lengthy and successful track record in this area.

Further details of the Company can be found on its website www.oitplc.com.

Important Information

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS OF THE PLACING SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE EU PROSPECTUS REGULATION WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS") WHO ARE PERSONS: (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO AND WILL ONLY BE ENGAGED IN WITH THE PERSONS REFERRED TO ABOVE.

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 Placing is being made outside the United States in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940 (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 South Africa or any member state of the European Economic Area 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, Winterflood 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.

Winterflood, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing, or any other matters referred to herein.

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 ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK statutory instruments implementing Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593, Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (together, the "UK MiFID Laws") (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 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 Directive 2014/65/EU and the UK MiFID Laws (as applicable); 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 Directive 2014/65/EU and the UK MiFID Laws, as applicable (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 Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Winterflood 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 Directive 2014/65/EU or the UK MiFID Laws; 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 Placing

1.  General

1.1  By participating in the Placing 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 Winterflood to acquire New Ordinary Shares under the Placing will be bound by these terms and conditions and will be deemed to have accepted them.

1.3  The Company and/or Winterflood 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 and/or may require any such Applicant to execute a separate letter (a "Placing Letter"). The terms and conditions contained in any such Placing Letter shall be supplemental and in addition to the terms and conditions contained in this Appendix.

2.  Agreement to Acquire New Ordinary Shares

2.1  Conditional upon:

(a)  Admission occurring and becoming effective by 8.00 a.m. on the date indicated in this Announcement (or such later time and/or date as the Company and Winterflood may agree), not being later than 31 August 2021;

(b)  the placing agreement between the Company, the Portfolio Manager and Winterflood dated 8 July 2021 (the "Placing Agreement") becoming otherwise unconditional in all respects in relation to the Placing, as applicable, (save as to the Admission of the New Ordinary Shares) and not having been terminated on or before Admission; and

(c)  Winterflood 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 Winterflood at the Placing Price per New Ordinary Share.

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

3.1  Each Applicant must pay the Placing Price for the New Ordinary Shares issued to or for the benefit of the Applicant in the manner and by the time directed by Winterflood. 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 Winterflood's discretion either be accepted or rejected in which case paragraphs 4.6 or 7.5 of these terms and conditions shall apply to such application respectively.

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

4.1  Prospective Applicants will be identified and contacted by Winterflood.

4.2  The latest time and date for receipt of commitments under the Placing is 12:00 p.m . (London time) on 8 July 2021. Winterflood and the Company reserve the right to bring this date forward, or to extend the timetable at its discretion.

4.3  Winterflood will re-contact and confirm orally to Applicants the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter. Winterflood's 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 Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix.

4.4  The Company (after consultation with Winterflood) reserves 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 Placing. The Company and Winterflood 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. Winterflood shall be entitled to effect the Placing by such method as it shall in its sole discretion determine. To the fullest extent permissible by law, neither Winterflood, nor any holding company of Winterflood, nor any subsidiary, branch or affiliate of Winterflood (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 Winterflood, nor any Affiliate thereof nor any person acting on their behalf shall have any liability to Applicants in respect of their conduct of the Placing. No commissions will be paid to Applicants or directly by Applicants in respect of the New Ordinary Shares. Under the terms of the Placing Agreement the Company shall pay Winterflood a commission equal to a proportion of the gross proceeds raised from Applicants that have been procured by Winterflood.

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

4.6  Each Applicant agrees to indemnify on demand and hold each of Winterflood, the Company and the Portfolio Manager and its 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 by any Placing Letter.

4.7  All obligations of Winterflood under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions".

5.  Conditions

5.1  The Placing is conditional upon the Placing Agreement becoming unconditional in relation to the Placing and not having been terminated in accordance with its terms. The conditions in the Placing Agreement are customary for an agreement of this nature and include (inter alia) Admission occurring in relation to the New Ordinary Shares and none of the representations , warranties and undertakings given by the Company and the Portfolio Manager being breached or untrue .

5.2  If the Placing does not become unconditional, the Placing will lapse and each Applicant's rights and obligations under the Placing shall cease and determine at such time and no claim may be made by an Applicant in respect thereof. Winterflood shall have no liability to any Applicant (or to any other person whether acting on behalf of an Applicant or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition relating to the Placing in the Placing Agreement.

5.3  By participating in the Placing, 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.

5.4  By participating in a Placing, each Applicant agrees with Winterflood that the exercise by Winterflood of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Winterflood and that Winterflood needs not make any reference to the Applicant in this regard and that, to the fullest extent permitted by law, Winterflood shall not have any liability whatsoever to the Applicant in connection with any such exercise.

6.  No Prospectus

6.1  The Placing is only available to Relevant Persons that are identified and contacted by Winterflood and the New Ordinary Shares will only be offered in such a way as to not require a prospectus to be published in the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing 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 (collectively "Regulatory Information").

6.2  Each Applicant, by accepting a participation in the Placing, 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 Winterflood, or the Portfolio Manager or any other person and none of the Company, Winterflood or the Portfolio Manager nor any other person will be liable for any Applicant's decision to participate in the Placing 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 Placing, 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 and in the Company's most recently published prospectus, each of which are available on the Company's website www.oitplc.com. 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.

7.  Registration and settlement

7.1  Settlement of transactions in the relevant New Ordinary Shares following their Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Winterflood reserves the right to require settlement for and delivery of the relevant New Ordinary Shares to Applicants by such other means as it may deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement.

7.2  Each Applicant allocated New Ordinary Shares in the Placing will be sent a trade confirmation stating the number of New Ordinary Shares allocated to it, the aggregate amount owed by such Applicant to Winterflood and settlement instructions. Applicants should settle against CREST Participant ID: 801. Each Applicant agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Winterflood.

7.3  It is expected that settlement will be on a T+3 basis in accordance with the instructions set out in the trade confirmation.

7.4  Interest is chargeable daily on payments not received from Applicants on the due date in accordance with the arrangements set out above at the rate of 2 percentage points above the base rate of Barclays Bank Plc.

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

7.6  If New Ordinary Shares are to be delivered to a custodian or settlement agent, the Applicant should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

7.7  Insofar as New Ordinary Shares are registered in the Applicant's name or that of its nominee or in the name of any person for whom the Applicant is contracting as agent or that of a nominee for such person, such New Ordinary Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the New Ordinary Shares, neither Winterflood nor the Company shall be responsible for the payment thereof. Applicants will not be entitled to receive any fee or commission in connection with the Placing.

8.  Representations and Warranties

By participating in the Placing, 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, the Portfolio Manager and Winterflood that:

8.1  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);

8.2  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;

8.3  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;

8.4  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 Placing and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Placing;

8.5  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 Winterflood under any regulatory regime, none of the Portfolio Manager, Winterflood nor any person acting on their behalf nor any of their respective 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 Placing, including but without limitation the Company Key Information Document published in accordance with UK version of Regulation (EU) 1286/2014 of the European Parliament and the Council (commonly known as the PRIIPs Regulation) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended;

8.6  if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to acquire New Ordinary Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Portfolio Manager or Winterflood or any of their respective 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 Placing;

8.7  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;

8.8  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;

8.9  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;

8.10  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;

8.11  it is a Qualified Investor within the meaning of the UK 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;

8.12  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;

8.13  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 Winterflood 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 Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and 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;

8.14  by participating in the Placing, 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, the Portfolio Manager and Winterflood that 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;

8.15  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;

8.16  it acknowledges and understands that the Company is required to comply with the U.S. Foreign Account Tax Compliance Act ("FATCA") and the OECD's Common Reporting Standard ("CRS") and that the Company will follow FATCA's and CRS's extensive reporting and FATCA's 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 or the CRS;

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

8.18  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: (i) to acquire the New Ordinary Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Appendix; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or Winterflood. 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;

8.19  it accepts that if the Placing does not proceed (for whatever reason) then none of the Company, Winterflood, the Portfolio Manager, 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;

8.20  in connection with its participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and countering terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to identify and verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692) as amended and supplemented from time to time including by the Money Laundering and Transfer of Funds (Information) (Amendment) (EU Exit) Regulations 2019 in force in the United Kingdom; or (ii) 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 (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

8.21  it agrees that, due to anti-money laundering and the countering of terrorist financing requirements, Winterflood 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, Winterflood and/or the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will indemnify Winterflood and the Company against any liability, loss or cost ensuing due to the failure to process the application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

8.22  it acknowledges and agrees that information provided by it to the Company and/or Winterflood will be stored on the Company's and/or Winterflood's computer system and manually. It acknowledges and agrees that for the purposes of means applicable data protection legislation ( including the General Data Protection Regulation (EU) 2016/679 ("EU GDPR"), the UK version of the EU GDPR which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419) and regulatory requirements in the UK in force from time to time (the "Data Protection Laws"), the Company and Winterflood are/may be required to specify the purposes for which they will hold personal data. The Company and Winterflood will only use such information for the purposes set out below (collectively, the "Purposes"), being to: (a) process its personal data (including sensitive personal data) as required by or in connection with its holding of New Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it; (b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of the New Ordinary Shares; (c) provide personal data to such third parties as the Company or Winterflood may consider necessary in connection with its affairs and generally in connection with its holding of the New Ordinary Shares or as the Data Protection Laws may require, including to third parties outside the United Kingdom; and (d) without limitation, provide such personal data to the Company, Winterflood, the Company's registrar and the Portfolio Manager and their respective associates for processing, notwithstanding that any such party may be outside the United Kingdom;

8.23  In providing the Company and/or Winterflood with information, it hereby represents and warrants to the Company, Winterflood and the Portfolio Manager that it has obtained the consent of any data subject to the Company, Winterflood, the Portfolio Manager, the Company's registrar and their respective associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive data or sensitive personal data for the Purposes). For the purposes of this document, "data subject", "personal data", "sensitive data" and "sensitive personal data" shall have the meanings attributed to them in the Data Protection Laws;

8.24  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 undertaken by Winterflood and the Portfolio Manager does not constitute: (i) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU or the UK MiFID Laws; 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 undertaken by Winterflood and the Portfolio Manager, 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;

(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;

(d)  it acknowledges that Winterflood is acting for the Company in connection with the Placing and for no-one else and that it will not treat any Applicant as its customer by virtue of such application being accepted or owe any Applicant any duties or responsibilities concerning the price of the New Ordinary Shares or concerning the suitability of the New Ordinary Shares for the Applicant or be responsible to any Applicant for the protections afforded to its customers; and

(e)  it agrees that if so required by Winterflood or the Portfolio Manager, it shall provide aggregated summary information on sales of the New Ordinary Shares as contemplated under rule 3.3.30R of the PROD Sourcebook and information on the reviews carried out under rules 3.3.26R to 3.3.28R of the PROD Sourcebook;

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

8.26  where it or any person acting on behalf of it is dealing with Winterflood, any money held in an account with Winterflood 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 Winterflood to segregate such money, as that money will be held by Winterflood under a banking relationship and not as trustee;

8.27  any of its clients, whether or not identified to Winterflood or any of its Affiliates or agents, will remain its sole responsibility and will not become clients of Winterflood or any of its 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;

8.28  it accepts that the allocation of New Ordinary Shares shall be determined by the Company (in consultation with Winterflood and the Portfolio Manager) in its absolute discretion and that such persons may scale down any Placing commitments for this purpose on such basis as they may determine;

8.29  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 Placing; and

8.30  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.

 

9.  Miscellaneous

9.1  The rights and remedies of Winterflood 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 Placing will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Winterflood, the Company and the Portfolio Manager, 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 Placing, 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  Winterflood and the Company expressly reserve the right to modify the Placing (including, without limitation, the timetable and settlement) at any time before allocations are determined.

 

END

 

 

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