Initial Issue

RNS Number : 4695K

SDCL Energy Efficiency Income Tst

02 September 2021

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION.

2 September 2021  

SDCL Energy Efficiency Income Trust plc

(the "Company")

Proposed Open Offer, Placing, Offer for Subscription and Intermediaries Offer

The Board of Directors (the "Board") of SDCL Energy Efficiency Income Trust plc announces a proposed Open Offer, Placing, Offer for Subscription and Intermediaries Offer to raise approximately £175 million through an issue of new Ordinary Shares in the capital of the Company at a price of 110.5 pence per share (the "Initial Issue").

Highlights:

· Initial Issue of approximately of 158,371,040 New Ordinary Shares at 110.5 pence per New Ordinary Shares (the "Issue Price") by way of an Open Offer, Placing, Offer for Subscription and Intermediaries Offer pursuant to the Share Issuance Programme.

· The Issue Price of 110.5 pence represents a 7.8 per cent premium to the Company's 31 March 2021 Net Asset Value (" NAV ") of 102.5 pence per Ordinary Share and a discount of 6.0 per cent to the Company's closing share price of 117.5 pence per Ordinary Share on 1 September 2021 (being the last business day prior to this Announcement);

· Shareholders who qualify for the Open Offer ("Qualifying Shareholders") will be offered the opportunity to participate in the Open Offer on the basis of 1 New Ordinary Share for every 6 Existing Ordinary Shares. Qualifying Shareholders will also be offered the opportunity to subscribe for New Ordinary Shares in addition to their Open Offer Entitlement under an excess application facility.

· Investors in the Initial Issue will be entitled to receive the next quarterly dividend declared by the Company for the three-month period to 31 September 2021, which is expected to be declared in December 2021.

· Sustainable Development Capital LLP (" SDCL " or the " Investment Manager ") has identified an extensive pipeline of investment opportunities with a value of over £600 million. The pipeline includes a number of organic opportunities which are either committed, have a right of first refusal, or are in exclusivity. These pipeline projects have an aggregate value in excess of £200 million.

· The Company's portfolio continues to perform as expected, with no material operational matters to report since the 31 March 2021 Annual Report and subsequent acquisitions improving portfolio diversification.

The Company will shortly be publishing a prospectus (the " Prospectus ") in connection with the Initial Issue as well as a proposed Share Issuance Programme which is described in detail below.

Tony Roper, Chairman of SDCL Energy Efficiency Income Trust plc said:

"2021 has been an active period for SEEIT, with the Company continuing to invest in exciting energy efficiency opportunities, further diversifying and expanding our portfolio. To date, the Company has delivered a total shareholder return of 32 per cent since IPO. With more investment opportunities being evaluated by our Manager, we are pleased to announce a further share issuance programme with an Open Offer as part of the Initial Issue in recognition of the support we have from our shareholders, and a retail offer to ensure all investors can participate in the fundraise.

In the context of the climate debate, the importance and prominence of energy efficiency has never been greater and we are well-placed to contribute by investing in energy efficiency projects that support this."

Jonathan Maxwell, CEO of Sustainable Development Capital LLP, commented:

" We thank our shareholders for their continued support of SEEIT and are pleased that this fundraise will be available to both existing and new shareholders via the Placing, Open Offer and Retail Offer structure.

The £160 million raised in February 2021 has financed four investments into projects that deliver cheaper, cleaner and more reliable energy solutions to clients. The energy efficiency market is continuing to grow, with new and exciting investment opportunities continuously being identified and we have an extensive pipeline of further investment opportunities that will meet SEEIT's target returns while also further diversifying the portfolio in terms of geography, technology and counterparty."

Background to the Issue 

SDCL Energy Efficiency Income Trust plc is the first UK listed company of its kind to invest exclusively in the energy efficiency sector and listed on the London Stock Exchange in December 2018.

The Company currently has a portfolio of approximately £720   million⁽¹⁾, including 41 different projects , diversified across several technologies, sectors and geographies and has proven to be robust in the face of the wider challenges posed by the Covid-19 pandemic over the last 18 months.

The Company's Portfolio is characterised by assets with predominantly long-term contracted cash flows which are based on availability or capacity (or a combination of both), with any offtake agreements typically structured on pre-determined terms. The majority of the Company's assets are operational with only 14 per cent currently in construction or development.

The Company currently has a market capitalisation of approximately £796 million and continues to target a total return for shareholders of 7-8 per cent. per annum by reference to the IPO Share Price of £1.00 per Ordinary Share. The Company remains focused on providing its investors with stable and long-term income, with a dividend target of 5.62 pence per Ordinary Share for the financial year to 31 March 2022, which represents a dividend yield of 5.1 per cent at the Issue Price.

Pipeline and Use of Proceeds

As the Company grows in size, it is seeing an increasing number of 'organic' investment opportunities to make further or follow-on investments into projects or frameworks within its existing portfolio as well as specific asset management initiatives at an individual project level. In assessing these opportunities, the Company benefits from the increased visibility and access to the projects that it enjoys as an existing owner, as well as potentially transacting through existing pre-emption rights and/or options which may allow the Company to profit from pre-determined prices and increase the value of its investment. The Investment Manager has identified in excess of £200 million of organic follow-on opportunities which it believes will be available over the coming months including:

· investments in solar and storage projects across the United States via Onyx;

· investments in on-site generation and energy efficiency at RED;

· the opportunity to acquire the remaining 35% of Primary Energy that the Company does not yet own;

· investments into energy efficiency projects across the United States in conjunction with Spark US Energy Efficiency;

· investments into electric vehicle charging infrastructure projects across the UK in conjunction with EV Network.

The Investment Manager is also undertaking due diligence on, or is in discussions for the Company to participate in, a number of new Energy Efficiency Projects for investment in the medium-term with an aggregate value in excess of £400 million. These other pipeline opportunities, together with the more near-term organic follow-on, exclusive or right of first refusal investment opportunities have an aggregate value exceeding £600 million (collectively, the "Pipeline Projects"). The degree of progress for each of the Pipeline Projects varies and there can be no guarantee that the Company will be able to invest in, or commit to, these Pipeline Projects, either shortly after Initial Admission or at all. In addition, the Company continues to be highly selective with its acquisitions, demonstrated by the fact that only approximately 15 per cent. of opportunities reviewed by the Investment Manager over the last 12 months have been given final approval to proceed to signing.

The pipeline includes a wide range of lower carbon and energy efficiency technologies, including but not limited to onsite solar, storage, local area network solutions, lighting, heating, cooling, EV infrastructure, waste gas recycling to power and other solutions. The Company is seeking to build a balanced Portfolio, diversified by technology as well as by counterparty, geography, and suppliers. The Company keeps its investments under constant review, not just to ensure compliance with investment limits but also to ensure that all the Company's assets remain appropriate for the Company as markets develop. In addition, the Investment Manager undertakes extensive diligence to ensure that all pipeline projects fall within the Company's ESG principles.

The Company intends to use the Net Initial Proceeds to deploy into the pipeline of investment opportunities which it expects to see in the near term. However, the Net Initial Proceeds (and any Net Issue Proceeds) will also provide the Company with the flexibility to advance negotiations on other longer-term opportunities that may arise. The Company may also elect to use a proportion of the Net Initial Proceeds (or any Net Issue Proceeds) to reduce the Company's leverage, noting that as at 31 August 2021, the Company had drawn an amount of £68 million from its revolving credit facility. The Company's objective is to have substantially invested all the Net Initial Proceeds within approximately 6 months following Initial Admission.

The Company has established a proven track record of sourcing assets in advance of a fundraise and efficiently executing on subsequent acquisitions. As with prior fundraise pipelines, the Company does not intend to invest in all the opportunities it has identified. However, the size and diversification of the pipeline allows it to exercise pricing discipline when negotiating with vendors as well as helping to minimize the potentially negative effect of cash drag on financial returns.

Benefits of the Issue

The Board believes that proceeding with the Issue will have the following benefits for SEEIT:

§ Allow the Company to invest further capital in the Company's identified pipeline opportunities to enable it to further diversify its existing portfolio and secure value from new and organic follow-on investments;

§ Provide the Company with immediate capital to allow it to act quickly in securing existing investment opportunities as well as having sufficient capital to fund new opportunities;

§ Provide the Company with the funds to repay the RCF if appropriate, which will allow the Company to re-draw funds under the RCF as and when investment opportunities arise without incurring cash drag;

§ Create the potential to enhance the NAV per share of the existing Ordinary Shares through the issuance of New Ordinary Shares at a premium to NAV, after the related costs have been deducted;

§ Spread the Company's fixed running costs across a wider base of shareholders, and benefit from a reduced incremental Investment Management fee at the point where NAV exceeds £750 million, thereby reducing the total expense ratio; and

§ Increase the size of the Company which the Investment Manager believes will help make the Company more attractive to: (i) a wider base of counterparties and, therefore, improve the Company's pipeline of opportunities; and (ii) a wider base of investors and, therefore, improve market liquidity in the Ordinary Shares.

The Issue and the Share Issuance Programme

The Initial Issue is being implemented by way of an Open Offer, Placing, Offer for Subscription and Intermediaries Offer. The target size of the Initial Issue is approximately £175 million before expenses. The target number of New Ordinary Shares to be issued pursuant to the Initial Issue is 158,371,040 at the Issue Price of 110.5 pence per New Ordinary Share. The Issue Price of 110.5 pence represents a premium of approximately 7.8 per cent. to the NAV per Ordinary Share as at 31 March 2021 of 102.5 pence and a discount of approximately 6.0 per cent. to the closing price of 117.5 pence per existing ordinary share on 1 September 2021, the latest practicable date prior to the Company's announcement of the Initial Issue.

Investors in the Initial Issue will be entitled to receive the next quarterly dividend declared by the Company for the three-month period to 30 September 2021, which is expected to be declared in December 2021. For the avoidance of doubt, investors will not be entitled to receive the dividend for the three-month period to 30 June 2021, with an ex-dividend date of 9 September 2021.

The Directors recognise the importance of pre-emption rights to Ordinary Shareholders. Accordingly, a substantial proportion of the New Ordinary Shares are being initially offered to Qualifying Shareholders by way of the Open Offer pursuant to which they will be entitled to apply for 1 New Ordinary Share for every 6 existing Ordinary Shares held on the Record Date (being up to 112,847,855 New Ordinary Shares).

The balance of the New Ordinary Shares (being 45,523,185 New Ordinary Shares), together with any New Ordinary Shares not taken up by Qualifying Shareholders under the Open Offer (including under the Excess Application Facility), may be made available, at the discretion of the Directors, under the Placing and/or Offer for Subscription of New Ordinary Shares and/or Intermediaries Offer.

Due to restrictions under the securities laws of the relevant jurisdiction, and subject to certain exemptions, Shareholders who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, any of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa will not qualify to participate in the Open Offer.

The Company proposes to implement a Share Issuance Programme (being a programme of issues of Shares in the form of Ordinary Shares and/or C Shares), of which the Initial Issue forms part. The Company proposes to issue up to 650 million Shares pursuant to the Share Issuance Programme, out of which, the Company intends to issue approximately 158.3 million Ordinary Shares pursuant to the Initial Issue.

General Meeting ("GM")

The Company will hold the General Meeting on 20 September 2021 at which it will propose that: (i) the Directors be authorised to allot up to 650 million Ordinary Shares  in the Company, which will enable the Company to issue all the Shares comprised in the Initial Issue and the Share Issuance Programme ("Resolution 1"); and (ii) pre-emption rights be disapplied in respect of any allotment pursuant to the authority conferred by Resolution 1 ("Resolution 2"). Any authorities granted at the General Meeting will be in addition to the Existing Authority. The Company intends to use the authorities granted at the General Meeting to allot and issue Shares under the Initial Issue and any Subsequent Placing, instead of using its Existing Authority.

If Resolutions 1 and 2 are not passed at the General Meeting, any issuances of Shares pursuant to the Initial Issue will be made pursuant to the Existing Authority and any Subsequent Placing, in excess of the remaining Existing Authority after the completion of the Initial Issue, will be conditional upon the Shareholders resolving to disapply pre-emption rights in respect of such issuance at a subsequent general meeting of the Company.

The Share Issuance Programme is being created to provide the Company with the flexibility, should it wish, to raise further capital over the 12 months from the date of publication of the Prospectus which it may use to either repay debt or deploy into new investment opportunities in accordance with its investment policy.

The Board believe that instituting the Share Issuance Programme will:

· Enable the Company to raise additional capital quickly through an equity issuance, in order to:  i) invest in opportunities identified in the future; and/or ii) repay debt;

· Create the potential to enhance the NAV per Ordinary Share of existing Ordinary Shares through new share issuance at a premium to NAV per Ordinary Share;

· Grow the Company, thereby spreading operating costs over a larger capital base, and benefit from the reducing scale of charges for the Investment Manager, which should reduce the total expense ratio; and

· Partially satisfy market demand from time to time for Ordinary Shares and improve liquidity in the market for the Ordinary Shares.

Further details

Jefferies International Limited (" Jefferies ") is acting as sole sponsor, global co-ordinator and bookrunner to the Company in connection with the Initial Issue and the Share Issuance Programme. The Initial Issue will be partially-pre-emptive pursuant to the terms set out in the Prospectus and is expected to close no later than Thursday 16 September 2021 at the times specified in the expected timetable below but may be closed earlier or later at the absolute discretion of Jefferies and the Company. Details of the number of Ordinary Shares to be issued pursuant to the Initial Issue will be determined by the Board (following consultation with Jefferies and the Investment Manager) and will be announced as soon as practicable after the close of the Initial Issue.

The Initial Issue is conditional, inter alia, on the Ordinary Shares being admitted to listing on the premium listing segment of the Official List of the FCA, and to trading on the main market for listed securities of the London Stock Exchange (together, " Admission ").

Applications will be made for the shares to be issued pursuant to the Initial Issue to be admitted to listing on the premium listing category of the Official List and to be admitted to trading on the premium segment of the Main Market. Subject to Admission becoming effective, it is expected that settlement of subscriptions by placees in respect of the Ordinary Shares and trading in the Ordinary Shares will commence at 8.00 a.m. on 21 September 2021, or such later time and/or date as may be announced by the Company after the close of the Placing.

The target number of Ordinary Shares to be issued pursuant to the Initial Issue is 158,371,040, but the Board may increase the number of Ordinary Shares to be issued under the Initial Issue if it, in consultation with Jefferies and the Investment Manager, believes there is sufficient investor demand for those shares and suitable assets available for investment in which to deploy the Net Issue Proceeds. The maximum size of the Initial Issue is £250 million. If the number of Ordinary Shares to be issued under the Initial Issue is increased, the maximum number of Ordinary Shares available for issuance under the remainder of the Share Issuance Programme will be reduced accordingly. The Initial Issue is not underwritten. The Placing may be scaled back in order to satisfy valid applications under the Open Offer, Offer for Subscription, and the Intermediaries Offer, and Offer for Subscription and Intermediaries Offer may be scaled back in favour of the Placing. The Open Offer will not be scaled back. The Initial Issue may be scaled back by the Company for any reason, including where it is necessary to scale back allocations to ensure the Initial Issue proceeds align with the Company's post fundraise acquisition and leverage targets.

Any future issues under the Share Issuance Programme are dependent on the Company's pipeline of investment opportunities, drawings on the Company's debt facilities and market conditions and accordingly there is no certainty that there will be any future issues of shares under the Share Issuance Programme before its expiry.

The Issue Price is 110.5   pence per New Ordinary Share. The Issue Price has been set by the Board following their assessment of market conditions and following discussions with a small number of institutional investors.

The Offer for Subscription is only being made in the UK, but subject to applicable law, the Company may allot and issue New Ordinary Shares on a private placement basis to applicants in other jurisdictions.

By choosing to participate in the Initial Issue and by making an oral and legally binding offer to subscribe for Ordinary Shares, investors will be deemed to have read and understood this Announcement and the Prospectus in their entirety and to be making such offer on the terms and subject to the conditions in the Prospectus, and to be providing the representations, warranties and acknowledgements contained therein.

A copy of the Prospectus and Circular, when published, will be submitted to the National Storage Mechanism and will shortly thereafter be available for inspection at: https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism as well as on the Company's website at www.sdcleeit.com. Full details of the Terms and Conditions of the Placing will be made available in the Prospectus.

Expected Timetable

Initial Issue

Record Date for entitlement under the Open Offer		31 August 2021
Open Offer, Placing, Offer for Subscription and Intermediaries Offer open		On or around 2 September 2021
Ex-entitlement Date of the Open Offer		On or around 2 September 2021
Distribution to Qualifying Non-Crest Shareholders of the Open Offer Application Form		2 September 2021
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders		As soon as possible after 8:00 a.m. on 3 September 2021
Latest recommended time and date for requested withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST		4.30 p.m. on 10 September 2021
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements in CREST		3.00 p.m. on 13 September 2021
Latest time and date for splitting of Open Offer Application Forms		3.00 p.m. on 14 September 2021
Latest time and date for receipt of Open Offer Application Forms and payments in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)		11.00 a.m. on 16 September 2021
Latest time and date for applications under the Offer For Subscription		11.00 a.m. on 16 September 2021
Latest time and date for placing commitments under the Initial Placing		3.00 p.m. on 16 September 2021
Initial Admission and dealings in the Issue Shares commence		8.00 a.m. on 21 September 2021
CREST Accounts credited with uncertificated Issue Shares		As soon as practicable after 8.00 a.m. on 21 September 2021
Where applicable, definitive share certificates dispatched by post in the week commencing		Week commencing 6 October 2021

Other Key Dates

Results of the Initial Issue announced		17 September 2021
General Meeting ("GM")		20 September 2021

The dates and times specified above are subject to change. In particular, the Directors may (with the prior approval of Jefferies) bring forward or postpone the closing time and date for the Placing. In the event that a date or time is changed, the Company will notify persons who have applied for Ordinary Shares by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.

References to all times are to London times unless otherwise stated.

Dealing Codes

ISIN of existing Ordinary Shares	GB00BGHVZM47
SEDOL of Ordinary Shares	BGHVZM4
ISIN of the Open Offer Entitlements	GB00BMW3XZ61
SEDOL of the Open Offer Entitlements	BMW3XZ6
ISIN of the Excess Open Offer Entitlements	GB00BMW3Y088
SEDOL of the Excess Open Offer Entitlements	BMW3Y08
Ticker	SEIT

Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as set out in the Prospectus published on 2 September 2021.

For Further Information

Sustainable Development Capital LLP Jonathan Maxwell Purvi Sapre Eugene Kinghorn Keith Driver	T: [phone]
Jefferies International Limited Tom Yeadon Gaudi Le Roux Harry Spooner	T: [phone]
TB Cardew Ed Orlebar Joe McGregor	T: [phone] M: [phone] E: [e-mail]

¹ Based on a Portfolio Value as at the latest published valuation date (31 March 2021) with subsequent investments included at cost.

Important Information

This announcement is an advertisement only and is being made in connection with the Prospectus, which will be submitted to the National Storage Mechanism and will shortly thereafter be available for inspection at: https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism , as well as on the Company's website at www.sdcleeit.com . The Prospectus will be approved by the FCA, but such approval should not be understood as an endorsement by the FCA of the Ordinary Shares offered or admitted to trading on a regulated market. The Company urges potential investors to read the Prospectus in full before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Ordinary Shares.

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

This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The Company has not been and will not be registered under the US Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the Shares will not be entitled to the benefits of the Investment Company Act.  No offer, sale, resale, pledge, delivery, distribution or transfer of the Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. 

This communication is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors").  For the purposes of this provision, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in any member state of the European Economic Area who are not Qualified Investors.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement may not be used in making any investment decision.  This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment.  This announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement or its completeness.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information and opinions contained in this announcement are provided as at the date of the document and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, SDCL, Jefferies or any of their affiliates or by any of their respective officers, employees or agents in relation to it. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

The Company has a limited trading history. Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in this announcement are targets only. There is no guarantee that any returns set out in this announcement can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this announcement. Past performance cannot be relied on as a guide to future performance.

The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions.  In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. 

Each of the Company, SDCL, Jefferies and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.

No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any.  Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement.  The information contained in this announcement will not be updated.

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) 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, any contract or investment decision whatsoever, in any jurisdiction.  This announcement does not constitute a recommendation regarding any securities.

Prospective investors should take note that the Company's Shares may not be acquired by: (i) investors using assets of: (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) 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 US Tax Code; or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.

Jefferies is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Jefferies is acting for the Company and no one else in connection with the Initial Issue and the Share Issuance Programme, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Jefferies or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Jefferies or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities. Regulated services with respect to EU27 countries and EU27 investors shall be undertaken by such of Jefferies International Limited's affiliates as Jefferies acting in good faith thinks fit and references to Jefferies International Limited shall be read as references to such affiliate(s).

In accordance with the UK version of the Packaged Retail and Insurance-based Investment Products Regulation (EU) No 1286/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time), the Key Information Document relating to the Company is available to investors at www.seeitplc.com .

Information to Distributors

Solely for the purposes of the product governance requirements contained within: the FCA's PROD3 Rules on product governance within the FCA Handbook (the "FCA PROD3 Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the FCA PROD3 Rules) may otherwise have with respect thereto, the Ordinary Shares the subject of the Initial Issue or the Share Issuance Programme (or any class of C Shares the subject of a Subsequent Placing) have been subject to a product approval process, which has determined that such Ordinary Shares or any class of C Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in FCA Glossary; and (ii) eligible for distribution through all distribution channels as are permitted by PROD3 (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Ordinary Shares or any class of C Shares may decline and investors could lose all or part of their investment; the Ordinary Shares or any class of C Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares or any class of C 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 Initial Issue or any Subsequent Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Jefferies will only procure investors 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 the FCA PROD3 Rules; 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 the Ordinary Shares or any class of C Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares or any class of C Shares and determining appropriate distribution channels.

 

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