Proposed Placing

RNS Number : 2279X

SDCL Energy Efficiency Income Tst

17 December 2019

 

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.

17 December 2019

SDCL Energy Efficiency Income Trust plc  

(the "Company") 

Proposed Placing
 

The Board of Directors (the "Board") announces a proposed non pre-emptive placing targeting £40 million through an issue of new Ordinary Shares in the capital of the Company (the "Placing Shares"), at a price of 104.0 pence per Placing Share (the "Placing Price"). The Placing is being affected pursuant to the authority granted at the Company's General Meeting held on 19 November 2018.

The Placing Price represents a discount of approximately 5.5 per cent. to the closing price of 110 pence per Ordinary Share at the close of business on 17 December 2019 and a premium of approximately 5.1 per cent. to the NAV per Ordinary Share of 99.0 pence as at 30 September 2019.

The Company has announced a number of significant acquisitions since its admission on 11 December 2018. Most recently, on 6 November 2019 the Company announced it had completed the acquisition of a significant cogeneration portfolio in Spain for €150 million from Sacyr S.A., a leading Spanish construction group.

The Company continues to have a healthy and diverse pipeline of energy efficiency investment opportunities and intends to use the net proceeds of the Placing, together with existing cash reserves, to assist in funding the acquisition of certain identified project assets. In particular, the Company has entered into an exclusivity arrangement in relation to an acquisition of a substantial interest in a portfolio of energy efficiency and cogeneration projects located in the US. Existing project debt finance facilities are expected to remain in place as part of the potential acquisition and would be taken into account in the calculation of SEEIT's own gearing ratios and borrowing restrictions.

The Placing Shares, when issued, will rank pari passu with the existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The Placing is being launched immediately following this announcement and will close at 1:00 p.m. GMT on 18 December 2019. Jefferies International Limited ("Jefferies") is acting as sole bookrunner in connection with the Placing.

Expected Timetable

Placing opens		17 December 2019
Latest time and date for receipt of Placing commitments		1:00 p.m. GMT on 18 December 2019
Announcement of the results of the Placing		19 December 2019
Admission of the Ordinary Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities		As soon as practicable after 8.00 a.m. GMT on 23 December 2019
Crediting of CREST stock accounts		23 December 2019

The Company, in consultation with Jefferies, reserves the right to close the Placing early. In such event, the Company will notify investors by the publication of a notice through a Regulatory Information Service.

The Placing is conditional inter alia, on the Placing Shares being admitted to listing on the premium listing segment of the Official List of the UK Financial Conduct Authority (the "FCA"), and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission").

Application has been made for Admission of the Placing Shares. Subject to Admission becoming effective, it is expected that settlement of subscriptions by placees in respect of the Placing Shares and trading in the Placing Shares will commence at 8.00 a.m. on 23 December 2019, or such later time and/or date as may be announced by the Company after the close of the Placing.

By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendix), in its entirety and to be making such offer on the terms and subject to the conditions in this Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Your attention is drawn to the detailed Terms and Conditions of the Placing set out in the Appendix (which forms part of this Announcement).

Dealing codes

Ticker	SEIT
ISIN for the Ordinary Shares	GB00BGHVZM47
SEDOL for the Ordinary Shares	BGHVZM4

For Further Information

Sustainable Development Capital LLP Jonathan Maxwell Eugene Kinghorn Keith Driver	T: [phone]
Jefferies International Limited Gary Gould Tom Hovanessian	T: [phone]
TB Cardew Ed Orlebar Joe McGregor	T: [phone] M: [phone] E: [e-mail]

About the Company

SDCL Energy Efficiency Income Trust plc is the first listed company of its kind to invest exclusively in the energy efficiency sector. Examples of the projects in the portfolio include combined cooling/heating and power plants, as well as energy efficiency projects in the UK and the US. Since acquisition of its seed portfolio at IPO, the Company has announced investment in a diversified portfolio of energy efficiency assets, including a portfolio of rooftop solar photovoltaic projects for Tesco in the UK and a portfolio of cogeneration assets in north east United States, which were identified as pipeline projects in its IPO prospectus, as well as an additional investment in a portfolio of energy efficiency loans in the United States and a portfolio of cogeneration assets in Spain.

The Company aims to deliver shareholders value through its investment in a diversified portfolio of energy efficiency projects which are driven by the opportunity to deliver lower cost, cleaner and more reliable energy solutions to end users of energy.

The Company is targeting an attractive total return for shareholders of 7-8 per cent. per annum (net of fees and expenses and by reference to the initial issue price of £1.00 per Ordinary Share), with a stable dividend income, capital preservation and the opportunity for capital growth.

Further information can be found on the Company's website at www.sdcleeit.com.

Investment Manager

The Company's investment manager is Sustainable Development Capital LLP ("SDCL"), an investment firm established in 2007, with a proven track record of investment in energy efficiency and decentralised generation projects in the UK, Continental Europe, North America and Asia.

SDCL is headquartered in London and the group also operates worldwide from offices in New York, Dublin and Singapore. SDCL is authorised and regulated in the UK by the Financial Conduct Authority.

DISCLAIMERS

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 (other than the United Kingdom) 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. In addition, in the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors: (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").  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 other than the United Kingdom, by persons 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 proposed investment trust. 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 document are targets only. There is no guarantee that any returns set out in this document 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.

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.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Company's Shares or passed upon or endorsed the merits of the offering of the Company's Shares or the adequacy or accuracy of this announcement.

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 Placing, 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.

In accordance with the Packaged Retail and Insurance-based Investment Products Regulation (EU) No 1286/2014, the Key Information Document relating to the Company is available to investors at www.sdcleeit.com.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

1.                Introduction

1.1       Defined terms used in these Terms and Conditions and not otherwise defined shall have the meanings ascribed to them in the announcement of the Company with respect to the Placing, dated 17 December 2019 (the "Announcement").

1.2       Each person who is invited to and who chooses to participate in the Placing (including individuals, funds or others) (a "Placee") confirms its agreement (whether orally or in writing) to Jefferies to subscribe for Ordinary Shares under the Placing and that it will be bound by these terms and conditions and will be deemed to have accepted them.

1.3       The Company and/or Jefferies may require any Placee 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 Placee to execute a separate placing letter.

2.                Agreement to subscribe for ordinary Shares

2.1       Conditional on:

2.1.1       Admission occurring and becoming effective by not later than 8.00 a.m. (London time) on 23 December 2019 (or such later date as the Company, the Investment Manager and Jefferies may agree);

2.1.2       the Placing Agreement not having been terminated prior to the date of Admission;

2.1.3       Jefferies confirming to the Placees their allocation of Ordinary Shares,

a Placee agrees to become a member of the Company and agrees to subscribe for those Ordinary Shares allocated to it by Jefferies at the Placing Price. To the fullest extent permitted by law, each Placee 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 Placee may have.

3.                Payment for ordinary Shares

3.1       Ordinary Shares are available under the Placing at a Placing Price of 104.0 pence per Ordinary Share.

3.2       Participants in the Placing will only be entitled to subscribe for Ordinary Shares in Sterling.

3.3       Each Placee must pay the applicable price for the Shares issued to the Placee in the manner and by the time directed by Jefferies. If any Placee fails to pay as so directed and/or by the time required, the relevant Placee's application for the Shares shall be rejected. Jefferies may sell all or any of the Ordinary Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Jefferies's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee 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 Ordinary Shares on such Placee's behalf.

4.                Representations and Warranties

By agreeing to subscribe for Ordinary Shares under the Placing, each Placee which enters into a commitment to subscribe for such Ordinary Shares will (for itself and any person(s) procured by it to subscribe for Ordinary Shares and any nominee(s) for any such person(s)) be deemed to agree, represent and warrant to each of the Company, the Investment Manager and Jefferies (and, in respect of any data protections warranties, to the Company's administrator, Sanne Group (UK) Limited (the "Administrator") and the Company's registrar, Computershare Investor Services PLC (the "Registrar")) that:

a)            in agreeing to subscribe for the Ordinary Shares under the Placing, it is relying on publicly available information published by the Company, of which the Announcement and these Terms and Conditions form part, and not on any other information given, or representation or statement made at any time, by any person concerning the Company and the Placing. It agrees that none of the Company, the Investment Manager or Jefferies, nor any of their respective officers, agents or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;

b)           if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for 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 Investment Manager or Jefferies 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;

c)            it acknowledges the representations, warranties, undertakings, agreements and acknowledgements set out in this Announcement, including those set out in paragraphs 5, 6 and 7 below.

d)           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 Ordinary Shares and it is not acting on a non-discretionary basis for any such person;

e)            if it is a natural person, such person is not under the age of majority (18 years of age in the United Kingdom) on the date of its agreement to subscribe for Ordinary Shares under the Placing and will not be any such person on the date of acceptance of any such agreement to subscribe for Ordinary Shares under the Placing;

f)            it agrees that it is acquiring Ordinary Shares solely on the basis of the publicly available information published by the Company and no other information, and that in accepting a participation in the Placing it has had access to all information it believes necessary or appropriate in connection with its decision to subscribe for the Ordinary Shares.

g)           it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in the publicly available information published by the Company and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Investment Manager or Jefferies;

h)            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;

i)             if it is receiving the offer 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 Ordinary Shares may be lawfully offered under that other jurisdiction's laws and regulations;

j)             if it is a professional investor (as such term is given meaning in the EU Directive 2011/61/EU on Alternative Investment Fund Managers, as amended and supplemented (the "AIFM Directive")) resident, domiciled in, or with a registered office in, the EEA, it confirms that the Ordinary Shares have only been promoted, offered, placed or otherwise marketed to it, and the subscription will be made from, (a) a country outside the EEA; (b) the United Kingdom; or (c) a country in the EEA in which the Investment Manager has confirmed that it has made the relevant notification or applications in that EEA country and are lawfully able to market Shares into that EEA country;

k)            if it is a resident in the EEA (other than the United Kingdom), it is a qualified investor within the meaning of Article 2(e) of Regulation (EU) 2017/1129 on the publication of a prospectus (the "Prospectus Regulation"), or is a person to whom the Ordinary Shares may lawfully be marketed under the AIFM Directive or under the applicable implementing legislation (if any) of that Relevant Member State;

l)             in the case of any Ordinary Shares acquired by an investor as a financial intermediary as that term is used in Article 2(d) of the Prospectus Regulation: (i) such Ordinary Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Regulation, or in circumstances in which the prior consent of Jefferies has been given to the offer or resale; or (ii) where the Ordinary Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Ordinary Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

m)           if it is outside the United Kingdom, none of the Announcement, these Terms and Conditions or any other offering, marketing or other material (including the Announcement) in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Ordinary Shares 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 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;

n)            it is located outside the United States, it is not a "US Person" (as defined in and pursuant to Regulation S under the U.S. Securities Act 1933, as amended (the "Securities Act")), it is acquiring the Ordinary Shares in an "offshore transaction" meeting the requirements of Regulation S, and it is not acquiring the Ordinary Shares for the account or benefit of a US Person .

o)           if in the future it decides to offer, sell, transfer, assign, pledge or otherwise dispose of the Ordinary Shares or any beneficial interest therein, it will do so only (i) in an "offshore transaction" complying with the provisions of Regulation S to a person outside the United States and not known by the transferor to be a US Person, by prearrangement or otherwise, or (ii) to the Company or a subsidiary thereof. It acknowledges and agrees that any offer, sale, transfer, assignment, pledge or other disposal made other than in compliance with the foregoing restrictions will be subject to the compulsory transfer provisions contained in the Company's articles of association (the "Articles");

p)           it acknowledges the Company reserves the right to make inquiries of any holder of the Ordinary Shares or interests therein at any time as to such person's status under the US 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 US securities laws to transfer such Ordinary Shares or interests in accordance with the Articles (as amended from time to time);

q)           it acknowledges that the Ordinary Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Ordinary Shares under the securities laws of any of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa (each a "Restricted Territory") and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, into or within any Restricted Territory or in any country or jurisdiction where any action for that purpose is required;

r)            if it is a pension fund or investment company, its acquisition of the Ordinary Shares is in full compliance with applicable laws and regulations;

s)            it acknowledges that none of Jefferies or 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 its participation in the Placing is on the basis that it is not and will not be a client of Jefferies or any of its affiliates and that none of Jefferies or any of its affiliates have any duties or responsibilities to it for providing protection afforded to their respective clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertaking or indemnities contained in these terms;

t)            where it is subscribing for Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Ordinary Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in the Announcement and these Issue Terms and Conditions; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company or Jefferies. It agrees that the provision of this paragraph shall survive any resale of the Ordinary Shares by or on behalf of any such account;

u)            it irrevocably appoints any director of the Company and any director of Jefferies to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Ordinary Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;

v)            it accepts that if the Placing does not proceed or the conditions to the Placing Agreement are not satisfied or the Ordinary Shares for which valid applications are received and accepted are not admitted to trading on the London Stock Exchange's main market for listed securities (the "Main Market") for any reason whatsoever then none of the Company, the Investment Manager or Jefferies or any of their respective 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;

w)           it and each person or body (including, without limitation, any local authority or the managers of any pension fund) on whose behalf it accepts Ordinary Shares pursuant to the Placing or to whom it allocates such Ordinary Shares have the capacity and authority to enter into and to perform their obligations as a Placee of the Ordinary Shares and will honour those obligations;

x)            as far as it is aware, it is not acting in concert (within the meaning given in the Takeover Code) with any other person in relation to the Company;

y)            it acknowledges that, the Placing does not proceed for any reason, any monies received in respect of the Placing will be returned to applicants without interest and at their own risk.

z)            it acknowledges that it has been notified of the information in respect of the use of its personal data by the Company set out in these Terms and Conditions and in the Company's privacy notice (the "Privacy Notice");

aa)          it has complied and will comply with all applicable provisions of the Criminal Justice Act 1993 and the EU Market Abuse Regulation (596/2014) in force in the United Kingdom (or equivalent legislation in any applicable jurisdiction) with respect to anything done by it in relation to the Placing and/or the Ordinary Shares;

bb)         it will (or will procure that its nominee will), if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with Rule 5 of the FCA's Disclosure Guidance and Transparency Rules as they apply to the Company;

cc)          (1) it has complied in all material aspects with its data controller obligations under the UK Data Protection Act 2018 ("DP Act") and EU General Data Protection Regulation (2016/679) ("GDPR"), and in particular, it has notified any data subject of the Purposes (as defined below) for which personal data will be used and by which parties it will be used and it has provided a copy of the Privacy Notice to such relevant data subjects; and (2) where consent is legally competent and/or required under the DP Act and GDPR, the investor has obtained the consent of any data subject to the Company, the Administrator and the Registrar and their respective affiliates and group companies, holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes);

dd)         in connection with its participation in the Placing it has observed, has complied with and will comply with 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 Money Laundering Regulations in force in the United Kingdom; or (ii) subject to the Money Laundering Directive (2015/849 of the European Parliament and of the EC Council of 20 May 2015 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) (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 county in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

ee)          due to anti-money laundering and the countering of terrorist financing requirements, Jefferies and/or the Company may require proof of identity of a Placee 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 Placee to produce any information required for verification purposes Jefferies and/or the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify Jefferies and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

ff)           Jefferies and the Company (and any agent on their behalf) are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to them (or any agent acting on their behalf);

gg)         the representations, undertakings and warranties contained in these Terms and Conditions are irrevocable. It acknowledges that Jefferies, the Company, the Investment 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 for Ordinary Shares are no longer accurate, it shall promptly notify Jefferies and the Company;

hh)          where it or any person acting on behalf of it is dealing with Jefferies, any money held in an account with Jefferies 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 FCA which therefore will not require Jefferies to segregate such money, as that money will be held by Jefferies under a banking relationship and not as trustee;

ii)            any of its clients, whether or not identified to Jefferies, will remain its sole responsibility and will not become clients of Jefferies for the purposes of the rules of the FCA or for the purposes of any statutory or regulatory provision;

jj)            it has not and will not offer or sell any Ordinary Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 2000 (as amended);

kk)          it is an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is subscribing for or purchasing the Ordinary Shares for investment only and not for resale or distribution;

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

mm)        time shall be of the essence as regards its obligations to settle payment for the Ordinary Shares and to comply with its other obligations under the Placing ; and

nn)          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 the Investment Manager and Jefferies does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; 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, and each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels;

(B)        notwithstanding any Target Market Assessment undertaken by the Investment Manager and Jefferies, 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 Ordinary Shares and that it has considered the compatibility of the risk/reward profile of such Ordinary Shares with the end target market.

5.         OVERSEAS PERSONS AND RESTRICTED TERRITORIES

5.1       The offer of Ordinary Shares under the Placing to persons who are resident in, or who are citizens of, or who have registered addresses in, territories other than the UK ("Overseas Persons") may be affected by the laws of other relevant jurisdictions. Such persons should consult their professional advisers as to whether they require any government or other consents or need to observe any applicable legal requirements to enable them to acquire Ordinary Shares under the Placing. It is the responsibility of all Overseas Persons receiving the Announcement and/or wishing to subscribe for Ordinary Shares under the Placing to satisfy themselves as to full observance of the laws of the relevant territory in connection therewith, including obtaining all necessary governmental or other consents that may be required and observing all other formalities needing to be observed and paying any issue, transfer or other taxes due in such territory.

5.2       In particular, none of the Ordinary Shares have been or will be registered under the laws of any Restricted Territory. Accordingly, the Ordinary Shares may not be offered, sold, issued or delivered, directly or indirectly, within any Restricted Territory unless an exemption from any registration requirement is available.

5.3       Persons (including, without limitation, nominees and trustees) receiving the Announcement or these Terms and Conditions should not distribute or send it to any jurisdiction where to do so would or might contravene local securities laws or regulations.

5.4       The Ordinary Shares have not been and will not be registered under the Securities Act.  Outside the United States, the Ordinary Shares may be sold to persons who are not US Persons. The Company will not be registered under the U.S. Investment Company Act 1940, as amended (the "Investment Company Act") and investors in the Ordinary Shares will not be entitled to benefits of regulation under that act.  Furthermore, the Investment Manager is not registered under the U.S. Investment Advisors Act 1940, as amended, and investors in the Ordinary Shares and the Company will not be entitled to the benefits of the requirements applicable to investment managers registered under that act.

5.5       The Company reserves the right to treat as invalid any agreement to subscribe for Ordinary Shares under the Placing if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.

6.         Certain ERISA Considerations

6.1       The Shares may not be acquired by:

6.1.1       investors using assets of: (A) an "employee benefit plan" as defined in Section 3(3) of US Employment Retirement Income Security Act of 1974, as amended and supplemented ("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 whose underlying assets are considered to include "plan assets" by reason of investment by an "employee benefit plan" or "plan" described in preceding clause (A) or (B) in such entity pursuant to the US Plan Assets Regulations; or

6.1.2       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, unless its purchase, holding, and disposition of the Shares will not constitute or result in a non-exempt violation of any such substantially similar law.

7.         UNITED STATES Representations, Warranties and Undertakings

7.1       Unless otherwise expressly agreed with the Company, each acquirer of Shares pursuant to any Issue and each subsequent transferee will be deemed to have represented, warranted, undertaken, agreed and acknowledged to the Company and Jefferies as follows:

7.2       Unless otherwise agreed with the Company, it is located outside the United States, it is not a US Person, it is acquiring the Shares in an "offshore transaction" meeting the requirements of Regulation S and it is not acquiring the Shares for the account or benefit of a US Person;

7.3       the Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, US Persons, except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act;

7.4       the Company has not been and will not be registered under the Investment Company Act and, as such, investors will not be entitled to the benefits of the Investment Company Act and the Company has elected to impose restrictions on each Issue and on the future trading in the Shares to ensure that the Company is not and will not be required to register under the Investment Company Act;

7.5       if in the future it decides to offer, sell, transfer, assign, pledge or otherwise dispose of the Shares or any beneficial interest therein, it will do so only (i) in an "offshore transaction" complying with the provisions of Regulation S to a person outside the United States and not known by the transferor to be a US Person, by prearrangement or otherwise, or (ii) to the Company or a subsidiary thereof. It acknowledges and agrees that any offer, sale, transfer, assignment, pledge or other disposal made other than in compliance with the foregoing restrictions will be subject to the compulsory transfer provisions contained in the Articles;

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

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

7.8       the representations, warranties, undertakings, agreements and acknowledgements contained in these Terms and Conditions are irrevocable and it acknowledges that the Company, Jefferies, their respective Affiliates and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, agreements and acknowledgements;

7.9       if any of the foregoing representations, warranties, undertakings, agreements or acknowledgements are no longer accurate or have not been complied with, it will immediately notify the Company and Jefferies; and

7.10      if it is acquiring any Shares as a fiduciary or agent for one or more accounts, it has sole investment discretion with respect to each such account and it has full power to make, and does make, such foregoing representations, warranties, undertakings, agreements and acknowledgements on behalf of each such account.

8.                Supply and disclosure of information

If Jefferies, the Company, the Investment Manager, the Registrar or any of their agents request any information in connection with a Placee's agreement to subscribe for Ordinary Shares under the Placing and/or or to comply with any relevant legislation, such Placee must promptly disclose it to them.

9.                Data protection

9.1       Each prospective investor acknowledges and agrees that it has read the Privacy Notice.

9.2       For the purposes of this section, the Privacy Notice and other sections of this document, "data controller", "data processor", "data subject", "personal data", "processing", "sensitive personal data" and "special category data" shall have the meanings attributed to them in the DP Act and GDPR and the term "process" shall be construed accordingly.

9.3       Information provided by it to the Company or the Registrar will be stored both on the Company Secretary's and the Registrar's computer system and manually. It acknowledges and agrees that for the purposes of the DP Act and GDPR the Company and the Registrar are each required to specify the purposes for which they will hold personal data.

9.4       Each of the Company and its service providers shall:

9.4.1       be responsible for and control any personal data which it processes in relation to investors or arising out of the matters described in this document;

9.4.2       comply with the DP Act and GDPR and any other data protection legislation applicable to the collection and processing of the personal data; and

9.4.3       take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, the personal data.

9.5       Where personal data is shared by the Placee with the Company or its agents pursuant to this document, the Placee shall ensure that there is no prohibition or restriction which would:

9.5.1       prevent or restrict it from disclosing or transferring the personal data to the relevant recipient;

9.5.2       prevent or restrict the Company or its agents from disclosing or transferring the personal data to relevant third parties, and any of its (or their) employees, agents, delegates and subcontractors (including to jurisdictions outside of the EEA and including the United States), in order to provide the services or services ancillary thereto; or

9.5.3       prevent or restrict the Company and any of its (or their), employees, agents, delegates and subcontractors, from processing the personal data as specified in the Privacy Notice and/or in this document.

9.6       If the Placee passes personal data of any of its or its affiliates' employees, representatives, beneficial owners, agents and subcontractors to the Company or its agents, the Placee warrants that it has provided adequate notice to such employees, representatives, beneficial owners, agents and subcontractors including the detail set out in this paragraph 9 and the Privacy Notice and as required by the DP Act and GDPR relating to the processing by the Company or its agents as applicable of such personal data and to the transfer of such personal data outside the EEA.

9.7       If the Placee passes personal data of any of its shareholders, investors or clients to the Company, the Placee warrants that it will provide the Privacy Notice or equivalent wording to such shareholders, investors or clients.

9.8       The investor will also ensure that it has obtained any necessary consents from any of its or its affiliates', representatives, employees, beneficial owners, agents or subcontractors in order for the Receiving Agent to carry out AML Checks (as defined in the Privacy Notice).

9.9       In providing the Company, the Registrar and Jefferies with information each Placee hereby represents and warrants to the Company, the Registrar and Jefferies that it has obtained any necessary consents of any data subject whose data it has provided to the Company and the Registrar and their respective associates holding and using their personal data as set out in the Privacy Notice (including, where required, the explicit consent of the data subjects for the processing of any sensitive personal data as set out in the Privacy Notice) and will make the Privacy Notice, for which the Company and the Registrar will process the data, available to all data subjects whose personal data may be shared by it for this purpose.

9.10      The Company and the Registrar are each data controllers for the purpose of the DP Act and GDPR and the parties all agree and acknowledge that none of the Company or the Registrar is or shall be a data processor for any of the others or a joint data controller with any of the others and they will each comply with their obligations under the DP Act and GDPR and the Placee will do nothing that puts the Company or the Registrar in breach of their respective obligations.  The Company's company secretary is a data processor for the purpose of the DP Act and GDPR and the parties all agree and acknowledge this.

10.       Miscellaneous

10.1      The rights and remedies of Jefferies, the Company and the Investment Manager 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.

10.2      On application, if a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee.

10.3      Each Placee agrees to be bound by the Articles (as amended from time to time) once the Ordinary Shares which the Placee has agreed to subscribe for pursuant to the Placing have been acquired by the Placee. The contract to subscribe for Ordinary  Shares under the Placing, and the appointments and authorities mentioned in these Terms and Conditions will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Jefferies, each Placee 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 a Placee in any other jurisdiction.

10.4      In the case of a joint agreement to subscribe for Ordinary Shares under the Placing, references to a "Placee" in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

10.5      Jefferies 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.

10.6      The Placing are each subject to the satisfaction of the conditions contained in the Placing Agreement, and such agreement not having been terminated. Jefferies has the right to waive or not to waive any such conditions (save for Admission) or terms and shall exercise that right without recourse or reference to Placees.

 

END

 

 

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