Placing, Open Offer and Offer for Subscription

RNS Number : 3929E

Schroder Oriental Income Fund Ltd

10 May 2013

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF OR SOUTH AFRICA.

SCHRODER ORIENTAL INCOME FUND LIMITED

PLACING, OPEN OFFER AND OFFER FOR SUBSCRIPTION

Further to the announcement of 22 March 2013, Schroder Oriental Income Fund Limited (the "Company") is pleased to announce that it has published a circular and prospectus regarding a placing, open offer and offer for subscription to raise up to £100 million*.

The Company will post the prospectus and the circular to the Company's shareholders ("Shareholders") and also make the documents available on the Company's website - www.schroderorientalincomefund.com - as soon as practicable.

Principal Terms

·      The Company intends to raise up to £100,000,000* pursuant to:

-    a non-pre-emptive placing of C Shares primarily to institutional investors (placing);

-    a pre-emptive open offer for subscription of C Shares available to existing Ordinary Shareholders to subscribe 2 C Shares for every 5 Ordinary Shares held by them on 3 May 2013 (open offer);

-    and a non-pre-emptive offer for subscription of C Shares, available to retail investors who are likely to be eligible to hold such investments via an ISA (offer for subscription).

Institutional investors wishing to consider a participation in the placing should contact Numis Securities Limited, the Company's corporate broker.

The offer for subscription is available, subject to its terms and conditions, to individual Shareholders and potential investors.

*If commitments and applications are received for more than 100,000,000 C Shares pursuant to the Placing, Open Offer and Offer for Subscription, the Directors reserve the right to increase the maximum number of C Shares that may be issued pursuant to the Placing, Open Offer and Offer for Subscription on the basis set out in Part VIII, Part IX and Part X of the Prospectus, provided that the maximum number of C Shares that may be issued is 150,000,000 (being the maximum number of C Shares that the Directors will be authorised to issue on a non preemptive basis, if the relevant resolutions are passed at the Extraordinary General Meeting).

Further Information

John Spedding

Schroder Investment Management Limited

Tel: [phone]

Numis Securities Limited

David Benda, Hugh Jonathan (Corporate Broking)

Tel: [phone]

Expected Timetable

Each of the times and dates is subject to change. References to a time of day are to London time. Any changes to the timetable will be notified by publication of a notice through a RIS.

	2013
Placing and Offer for Subscription opens	10 May
Latest time and date for receipt of Forms of Proxy Latest time and date for receipt of completed Application Forms and payment in full under the Offer for Subscription	12.00 noon on 4 June 11.00 a.m. on 4 June
Latest time and date for receipt of completed Open Offer Application Forms with payment in full and settlement of relevant CREST instructions Latest time and date for receipt of placing commitments under the Placing	11.00 a.m. on 6 June 11.00 a.m. on 6 June
EGM Results of Issue announced	12.00 noon on 6 June 7 June
Admission and dealings in C Shares commence	8.00 a.m. on 11 June

Extracts from the Circular dated 9 May 2013

Chairman's Letter

Introduction

Further to the announcement on 22 March 2013 the Board now wishes to seek Ordinary Shareholder approval in connection with certain matters relating to a proposed further share issuance (by way of a placing, open offer and offer for subscription of C Shares), a non pre-emptive placing of Ordinary Shares to Numis Securities Limited ("Numis") and the immediate buy back by the Company of those Ordinary Shares for it to hold in treasury, and the grant to the Company of authority for it to make market acquisitions of its own shares. An extraordinary general meeting of the Company is being convened at which Ordinary Shareholders will be asked to consider:

· the amendment of the Articles of Incorporation relating to the C Shares for the purposes of the Issue (Resolution 5);

· the disapplication of pre-emption rights in respect of C Shares for the purposes of the Issue (Resolution 1);

· the disapplication of pre-emption rights in respect of further issues of Ordinary Shares following Conversion
from C Shares (Resolution 3);

· authorising the issue and allotment to Numis and immediate repurchase by the Company at Net Asset Value per Ordinary Share of approximately 19,000,000 Ordinary Shares to be held in treasury (Resolutions 2 and 4); and

·     authorising the Company to make market purchases of Ordinary Shares (Resolution 6), (together, the "Proposals").

Ordinary Shareholders are being asked to vote on the Proposals to enable the Company to comply with various legal and regulatory obligations of the Company. The amendment of the Articles of Incorporation is required as the current provisions do not allow for the issue of C Shares. The disapplication of pre-emption rights in respect of the C Shares and in respect of further issues of Ordinary Shares following Conversion is required to be approved by the Ordinary Shareholders pursuant to the Articles of Incorporation. The authorisation of the Company to issue Ordinary Shares to Numis on a non pre-emptive basis and the terms of the agreement pursuant to which that transaction shall take place are also each required to be approved by Ordinary Shareholders pursuant to the Articles of Incorporation. The authorisation of the Company to make market purchases of up to 14.99 per cent. of the Ordinary Shares in issue immediately following Conversion is also required to be approved by Ordinary Shareholders pursuant to the Articles of Incorporation.

The purpose of this Circular is to provide Ordinary Shareholders with details of, and to seek Ordinary Shareholder approval for, the Proposals. This Circular includes notice for the EGM to be held at 12.00 noon BST on Thursday 6 June 2013 at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL.

The Board believes that the Proposals are in the best interests of the Company and the Ordinary Shareholders as a whole and recommends that you vote in favour of the Resolutions at the EGM. You are therefore urged to complete and return your Form of Proxy without delay, whether or not you intend to attend the EGM.

Ordinary Shareholders will receive with this Circular a copy of the C Share Prospectus in respect of the Issue.

The Issue

Background to and rationale for the Issue

As part of its premium management policy the Board has actively issued further Ordinary Shares to meet ongoing market demand with the objective of maintaining the premium at which the shares trade in relation to the NAV at an acceptable level and of reducing the overall volatility of that premium. This issuance to date has been carried out under a relevant exemption to the Prospectus Directive thereby avoiding the need to publish a prospectus. Over the 12 months to 3 May 2013, the Ordinary Shares have traded at an average premium of 2.5 per cent. to the underlying Net Asset Value per Ordinary Share and a total of 17.5 million Ordinary Shares have been issued. The underlying NAV performance of the Company has continued to be strong with a total return of 29.1 per cent. compared with a total return of 16.8 per cent. in the MSCI AC Pacific (ex Japan) index.

The Company's capacity to issue further shares without the publication of a prospectus has now become limited and, in response to interest from investors, the Directors consider that the Company should raise additional capital through an issue of C Shares.

Structure of the Issue

The Issue is comprised of:

· a non-pre-emptive placing of C Shares primarily to institutional investors;

· a pre-emptive open offer for subscription of C Shares available to existing Ordinary Shareholders to subscribe 2 C Shares for every 5 Ordinary Shares held by them on 3 May 2013; and

· a non-pre-emptive offer for subscription of C Shares, available to retail investors who are likely to be eligible to hold such investments via an ISA.

The Company intends to raise up to £100,000,000 pursuant to the Placing, Open Offer and Offer for Subscription. If commitments and applications are received for more than 100,000,000 C Shares pursuant to the Placing, Open Offer and Offer for Subscription, the Directors reserve the right to increase the number of C Shares available pursuant to the Placing, Open Offer and Offer for Subscription (subject, if required, to publication of a supplementary prospectus approved by the FCA prior to Admission). The maximum number of C Shares that may be issued pursuant to the Placing, Open Offer and Offer for Subscription is 150,000,000 (which represents 38 per cent. of the Company's total ordinary share capital in issue as at 7 May 2013) being the maximum number of C Shares that the Directors will be authorised to issue on a non-pre-emptive basis if resolution 1 is passed at the Extraordinary General Meeting.

Benefits of the Issue

The Directors consider there to be a number of potential benefits to Ordinary Shareholders in issuing additional shares and increasing the Company's capital available to make further investments.

The Directors believe that the Issue is expected to have the following benefits:

· providing additional capital which will enable the Company to benefit from the continued investment opportunities in the market;

· having a greater number of Ordinary Shares (following the conversion of the C Shares into Ordinary Shares) in issue is likely to provide the Ordinary Shares with additional liquidity;

· increasing the size of the Company will help make the Company more attractive to a wider shareholder base; and

· the Company's fixed running costs will be spread across a wider shareholder base, thereby marginally reducing the total expense ratio.

The Directors recognise the importance of pre-emption rights to Ordinary Shareholders and consequently: (i) as the Issue is not fully pre-emptive, are seeking the approval of existing Ordinary Shareholders for the Issue by way of special resolution at the EGM; and (ii) 76,125,800 C Shares (or such greater number as may be made available by the Directors in exercising their discretion to scale back the placing and the offer in favour of an excess application facility as detailed in the accompanying C Share Prospectus) are being offered to existing Ordinary Shareholders at the Issue Price by way of an open offer. C Shares issued pursuant to the open offer may be subscribed by existing Ordinary Shareholders pro rata to their holdings of existing Ordinary Shares as at 3 May 2013. Existing Ordinary Shareholders can subscribe in excess of their entitlements pursuant to the open offer by means of an excess application facility and can also participate by subscribing for C Shares in the offer for subscription.

The Net Issue Proceeds will not be known until after the Issue. In the event that the Issue for up to 100 million C Shares goes ahead, the Company will incur predominantly fixed costs of approximately £325- 400,000. In addition commission will be payable to Numis at the rate of one per cent. of the Gross Issue Proceeds. It is anticipated that all of the costs associated with the Issue will be borne by the C Shares and as such the NAV of the existing Ordinary Shares will not be diluted as a result of the Issue. However, the Directors reserve the right (at their sole discretion) to allocate a proportion of these costs to the Ordinary Shares in order to ensure that such costs do not represent an excessive proportion of the Gross Issue Proceeds.

Features and Benefits of C Shares

The issue of the C Shares is designed to overcome the potential disadvantages for both existing and new investors which could arise out of a conventional fixed price issue of further Ordinary Shares for cash. In particular:

· the assets representing the Net Issue Proceeds of the C Shares will be accounted for as a separate pool of assets until the Calculation Time. By accounting for the Net Issue Proceeds arising from the issue of the C Shares separately, holders of existing Ordinary Shares will not be exposed to a portfolio containing a substantial amount of uninvested cash before the Calculation Time; and

· the basis upon which the C Shares will convert into new Ordinary Shares is such that the number of new Ordinary Shares to which holders of the C Shares will become entitled will reflect the relative investment performance and value of the pool of new capital attributable to the C Shares as of the Calculation Time, as compared to the assets attributable to the existing Ordinary Shares at that time and, as a result, neither the Net Asset Value attributable to the Ordinary Shares nor the Net Asset Value attributable to the C Shares will be adversely affected by Conversion.

Pending full investment, the assets attributable to the C Shares will be held in either cash or cash equivalents, money market instruments or funds, bonds, commercial paper or other debt obligations with banks or other counterparties selected by the Investment Manager.

Conversion of C Shares

It is expected that the Net Issue Proceeds will be fully invested within the period of up to four weeks after Admission and so Conversion is expected to occur within that timeframe. Upon Conversion, the C Shares will be converted into new Ordinary Shares which will rank pari passu with the existing Ordinary Shares and will be listed on the premium segment of the Official List and traded on the London Stock Exchange's main market for listed securities.

The Directors have determined that the C Shares will not be converted into Ordinary Shares pursuant to the Issue until the Early Investment Condition has been met, which requires that at least 90 per cent (or such other percentage as the Directors may in their absolute discretion determine) of the assets attributable to the C Shares has been invested or committed to be invested in accordance with the Company's investment policy.

At the Calculation Time, the net assets attributable to the Ordinary Shares then in issue and the net assets attributable to the C Shares, and hence the Conversion Ratio, will be calculated. It is currently expected that:

(i) the Calculation Time will take place shortly after the Early Investment Condition has been satisfied; and

(ii) the Conversion Time will occur shortly after the Calculation Time and in any event within 20 Business Days of the Calculation Time.

Holders of the C Shares will receive such number of Ordinary Shares as results from applying the Conversion Ratio to their holding of C Shares at the Conversion Time.

The C Shares will carry voting rights at general meetings of the Company. The C Shares will carry rights to receive any such dividends as the Directors may resolve to pay out of the assets of the Company attributable to the C Shares prior to Conversion although the Directors do not have any current intentions to declare any such dividends. The C Shares are a separate class of shares and will convert into Ordinary Shares upon certain specified conversion criteria occurring as described in the C Share Prospectus. The Ordinary Shares arising on the Conversion will rank pari passu with the Ordinary Shares then in issue, including as to dividends declared or paid by reference to a record date falling after the relevant time for calculation of the Conversion Ratio.

Any conversion will be on a "NAV for NAV" basis and the Issue will therefore be "NAV neutral" for Ordinary Shareholders following Conversion of the C Shares. However, it should be noted that Ordinary Shareholders who do not participate in the Issue for an amount at least pro-rata to their holding will have their percentage holding diluted following conversion of C Shares to Ordinary Shares in accordance with the terms of the C Share Prospectus.

Issue Agreement

It is proposed that Numis will be appointed by the Company to use reasonable endeavours to procure subscribers for C Shares in accordance with the Issue Agreement. The Issue has no minimum size and is not underwritten.

Conditionality of the Issue

The Issue is conditional on, inter alia, the passing of Resolutions 1 and 5 to be proposed at the EGM and on Admission of the C Shares becoming effective. The Issue is not conditional on the passing of Resolutions 2, 3, 4 or 6.

Pre-emption Rights

The Articles of Incorporation contain pre-emption rights in respect of all new share issues for cash, which can be disapplied by way of an extraordinary resolution. It is proposed that the pre-emption rights are disapplied in accordance with the Articles of Incorporation in respect of:

(a) up to an aggregate of 150,000,000 C Shares to be issued pursuant to the Issue (which represents 38 per cent. of the Company's total ordinary share capital in issue as at 7 May 2013). However it should be noted that the Company intends to issue up to 100 million C Shares pursuant to the Placing, Open Offer and Offer for Subscription and approximately 76.1 million of these C Shares are being offered to Shareholders on a pre-emptive basis. If commitments and applications are received for more than 100 million C Shares pursuant to the Placing, Open Offer and Offer for Subscription, the Directors reserve the right to increase the number of C Shares available pursuant to the Placing, Open Offer and Offer for Subscription up to a maximum of 150 million; and

(b) further new issues of Ordinary Shares in accordance with the Articles of Incorporation, subject to the disapplication being limited to the issue of up to 10 per cent. of the issued Ordinary Shares of the Company immediately following the date of the conversion of C Shares into Ordinary Shares in accordance with the Articles pursuant to the Issue.

The disapplication of pre-emption rights (i) in relation to the issue of C Shares pursuant to the Issue requires an extraordinary resolution in accordance with the Articles of Incorporation and is set out in Resolution 1 in the Notice of EGM set out at the end of this Circular; and (ii) in relation to further issues of Ordinary Shares, on the basis explained in this Circular, requires an extraordinary resolution in accordance with the Articles of Incorporation and is set out in Resolution 3 in the Notice of EGM set out at the end of this Circular. If Resolutions 1 and 5 are not passed, the Company will not proceed with the Issue. The Board intends to seek the disapplication of pre-emption rights in respect of further new issues of Ordinary Shares of up to 10 per cent. of the Ordinary Shares then in issue at each annual general meeting of the Company hereafter.

The authority proposed at the EGM in relation to sub-paragraph (b) above will only become effective upon Conversion whereupon it shall revoke any pre-existing disapplication of pre-emption rights with respect to the further issuance of Ordinary Shares. Prior to Conversion, the proposed authority, assuming it is approved, will not prejudice the issuance of any Shares made in reliance of any pre-existing disapplication of such pre-emption rights or revoke any such authority.

Share Buy Back Authority

The Directors believe it is in the best interests of the Company and its Shareholders to have a general authority for the Company to buy-back its Ordinary Shares in the market as they keep under review any share price discount to net asset value and the purchase of Ordinary Shares. An ordinary resolution in the form set out in Resolution 6 is proposed at the EGM to give the Company authority to make market purchases of up to 14.99 per cent. of the Ordinary Shares in issue immediately following the Conversion. The Directors will exercise this authority only if the Directors consider that any purchase would be for the benefit of the Company and its Shareholders, taking into account relevant factors and circumstances at the time. Any Ordinary Shares so purchased would be cancelled.

The maximum purchase price that may be paid for an Ordinary Share will be an amount equal to the greater of (i) 105 per cent. of the average of the middle market quotations for an Ordinary Share of the class being purchased taken from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which that Ordinary Share is purchased and (ii) the higher of the price of the last independent trade in the Ordinary Shares of that class and the highest then current independent bid for the Ordinary Shares of that class on the London Stock Exchange. The minimum price will be £0.01, being the nominal value per Ordinary Share.

Neither the Issue, nor the proposals in relation to the holding of Ordinary Shares in treasury described below, is conditional upon the passing of Resolution 6.

The authority proposed at the EGM will: (a) only become effective immediately following the Conversion and on and from such time will revoke the share buy back authority given at the Company's 2012 AGM; and (b) lapse at the conclusion of the AGM in 2013, unless renewed or revoked earlier.

Treasury Shares

It is proposed that the Company places Ordinary Shares representing no more than 10 per cent. of the Company's issued Ordinary Shares currently expected to be approximately 19,000,000 Ordinary Shares (as at the date of such placing, the "Transaction Date") on terms that Numis will subscribe for them at the prevailing Net Asset Value per Ordinary Share on the Transaction Date and then immediately sell them back to the Company on the Transaction Date at the same Net Asset Value per Ordinary Share for the Company to then hold in treasury. The proposed issue and purchase is governed by an issue agreement between, inter alia, the Company and Numis (the "Issue Agreement") and pursuant to its terms no commission is payable to Numis in respect of the Ordinary Shares to be held in treasury.

The Ordinary Shares to be held in treasury will be used by the Company to be issued to the market for
general corporate purposes but primarily for the purposes of premium management. Currently the
Company issues new Ordinary Shares for such purposes; the use of treasury shares will be more efficient and cost effective. In particular the Company can be more responsive in managing market demand for its shares and save on the significant fixed costs on each occasion that a further issue of Ordinary Shares is made.

Sales of treasury shares into the market for cash cannot be made at a discount to NAV.

 As at the date of this Circular, no Ordinary Shares are currently held in treasury.

Conditionality of the Placing to Numis

The placing of Ordinary Shares to Numis pursuant to the Issue Agreement is conditional on, inter alia, the passing of Resolution 2 and 3 to be proposed at the EGM. This transaction is not conditional on the passing of Resolutions 1, 4, 5 or 6.

For the avoidance of doubt, the proposals in relation to the disapplication of the pre-emption rights in relation to the placing of Ordinary Shares to Numis described in this paragraph 5 are not related to or contingent upon the disapplication of the pre-emption rights described in paragraph 3 above.

Amendment to Articles of Incorporation

The current Articles of Incorporation do not contain provisions enabling an issue of C Shares.

An amendment to the current Articles of Incorporation to enable the issue of C Shares is therefore required to be made for the purposes of the Issue.

The full terms of the amendment to the Articles of Incorporation proposed to be adopted at the EGM are described in Resolution 5 in the notice of EGM set out at the end of this Circular.

The resolution to amend the Articles of Incorporation is proposed as a special resolution as required by the Companies Law.

Resolutions

You will find set out at the end of this Circular a notice convening an EGM of the Company to be held at 12.00 noon BST on Thursday 6 June 2013. The Resolutions to be proposed at the EGM will be proposed as (i) an extraordinary resolution to disapply the pre-emption rights in the Articles of Incorporation in relation to the issue of C Shares pursuant to the Issue on the basis explained in this Circular; (ii) an extraordinary resolution to disapply the pre-emption rights in the Articles of Incorporation in relation to the issue of Ordinary Shares to Numis on the basis explained in this Circular; (iii) a special resolution to approve the terms of the issue to Numis and buy back from Numis of Ordinary Shares to be held by the Company in treasury, on the terms set out in the Issue Agreement and on the basis explained in this Circular; (iv) an extraordinary resolution to disapply the pre-emption rights in the Articles of Incorporation in relation to 10 per cent. of the enlarged number of Ordinary Shares in existence following the conversion of C Shares into Ordinary Shares on the basis explained in this Circular; (v) a special resolution to amend the Articles of Incorporation to enable the issue of C Shares for the purposes of the Issue on the basis explained in this Circular; and (vi) an ordinary resolution to authorise the Company to make market purchases of Ordinary Shares on the basis described in this Circular.

All persons holding Ordinary Shares at 12.00 noon BST on 4 June 2013, or, if the EGM is adjourned, on the register of Ordinary Shareholders of the Company 48 hours before the time of any adjourned EGM, shall be entitled to attend, speak or vote at the EGM and shall be entitled on a poll to 1 vote per Ordinary Share held. In calculating such 48-hour period, no account shall be taken of any part of a day that is not a Business Day. As at 7 May 2013 there were 190,314,500 Ordinary Shares in issue (no Ordinary Shares were held in treasury).

Action to be Taken

Attending EGM/Form of Proxy

Whether or not you intend to attend the EGM, you should ensure that your Form of Proxy is returned to Computershare Investor Services by one of the following means:

(1) in hard copy form by post, by courier or by hand to the Company's registrar, Computershare Investor Services PLC, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY;

(2) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the notice of the EGM.

In each case, the Form of Proxy must be received not less than 48 hours before the time for holding of the EGM. In calculating such 48-hour period, no account shall be taken of any part of a day that is not a Business Day. To be valid, the Form of Proxy should be completed in accordance with the instructions accompanying it and lodged with Computershare Investor Services by the relevant time.

Completion and return of the Form of Proxy will not affect an Ordinary Shareholder's right to attend, speak and vote at the EGM.

A quorum consisting of two Shareholders present in person or by proxy is required for the EGM.

Documents on Display

The current Articles of Incorporation and a draft of the proposed amended Articles of Incorporation will be available for inspection at (i) the registered office of the Company at PO Box 255, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL; and (ii) the offices of Simmons & Simmons LLP at CityPoint, One Ropemaker Street, London EC2Y 9SS, during normal business hours on any Business Day, from the date of this Circular until the conclusion of the EGM, and at the place of the EGM for at least 15 minutes prior to, and during, the EGM.

Settlement and Dealing

Application will be made for the C Shares to be issued pursuant to the Issue to be admitted to listing on the premium segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities. It is expected that, subject to the approval of Resolutions 1 and 5 and the satisfaction or waiver of conditions in the Issue Agreement, Admission will become effective, and dealings in C Shares will commence, on or around 11 June 2013.

All C Shares issued pursuant to the Issue will be in registered form and will be delivered in uncertificated form, unless otherwise requested.

The Company will instruct Euroclear on or around 11 June 2013 (or as soon as practicable thereafter) to credit the appropriate stock accounts in CREST of the placees and subscribers (on a deliver versus payment basis) with their respective entitlements to C Shares. Temporary documents of title will not be issued pending the dispatch by post of definitive certificates, which is expected to take place by 13 June 2013.

C Shares initially issued in certificated form may subsequently be deposited into CREST in accordance with normal CREST procedures.

Recommendation

The Board considers that the Proposals and the Resolutions are in the best interests of the Company and its Ordinary Shareholders as a whole. The Board accordingly recommends all Ordinary Shareholders vote in favour of the Resolutions to be proposed at the EGM.

Important Notices

The information in this announcement should be read in conjunction with the full text of the Circular.

A copy of the Prospectus and Circular will shortly be submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do.

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

This announcement is for information purposes only and does not constitute an invitation to subscribe for or otherwise acquire or dispose of securities in the Company in any jurisdiction. The information contained in this announcement is for background purposes, is subject to updating and amendment, and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement 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 nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Any decision to purchase shares in the Company should be made solely on the basis of the information contained in the prospectus to be issued by the Company. This document does not constitute a recommendation regarding the securities of the Company.

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 to, or in relation to, and no responsibility or liability is or will be accepted by Numis Securities Limited ("Numis") 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.

Numis is acting for the Company as sponsor, corporate broker, financial adviser in relation to the proposed issues of New Shares. Numis is authorised and regulated by the Financial Conduct Authority. Numis is not acting for anyone else 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 issues 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.

The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable state securities laws of the United States, and accordingly, subject to certain exceptions, may not be offered or sold directly or indirectly in or into the United States, or to or for the benefit of any U.S. person (within the meaning of Regulation S under the Securities Act). In addition, the Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended.

The distribution of this announcement and the prospectus in certain jurisdictions may be restricted by law. No action has been taken by the Company or Numis that would permit an offering of any New Shares or possession or distribution of this announcement or any other offering or publicity material relating to such New Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Numis to inform themselves about, and to observe, such restrictions.

 

END

 

 

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