Proposed Placing of New Ordinary Shares

RNS Number : 8013K

Sequoia Economic Infra Inc Fd Ld

02 September 2019

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING TO U.S. PERSONS, AS SUCH TERM IS DEFINED UNDER REGULATION S OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE "SECURITIES ACT"), CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The information contained in this announcement may constitute inside information for the purpose of the Market Abuse Regulation (EU) no. 596/2014.

2 September 2019

Sequoia Economic Infrastructure Income Fund Limited (the "Company" or "SEQI")

Proposed placing of new ordinary shares

Background

The Board of Directors of SEQI, the specialist investor in economic infrastructure debt, are pleased to announce a proposed placing of up to 125,000,000 new ordinary shares of no par value in the Company ("New Shares") (the "Placing"). The placing price of the New Shares will be announced separately on or around 13 September 2019 (the "Placing Price"), alongside the Company's unaudited NAV as at 30 August 2019.

Stifel Nicolaus Europe Limited ("Stifel") is acting as financial adviser and sole bookrunner to the Company.

Robert Jennings, Chairman, said:

"The Board of Directors takes a prudent approach to raising further capital and seeks to minimise the risk that cash drag might erode existing shareholders' returns. In determining the size of any raise we have regard both to the level of drawings on our short term credit facilities and the pipeline of investment opportunities net of expected redemptions.

In June this year, we increased our equity capital by £216 million in a heavily oversubscribed issue. Proceeds were largely applied in repaying the Company's revolving credit facility with some allowance made for new investments that were expected to settle soon after the issue closed. Remaining opportunities in the pipeline were to be financed by new drawings on our credit facilities.

Since June the rate of deployment has been ahead of our expectations with the result that our bank facilities are already significantly drawn again. Moreover our Investment Adviser has been able to replenish the pipeline with several attractive opportunities while continuing to rebalance the level of our exposures to stronger credits within our investment spectrum.

Given the favourable outlook for deployment over the rest of 2019, we consider that now is an opportune time to issue additional equity. The proceeds of this Placing will be used to pay down drawings on our revolving credit facility thereby increasing our headroom for deployment into new opportunities over the remainder of 2019."

NAV and Portfolio Details

The Company's last published unaudited NAV as at 31 July 2019 was 104.03 pence per ordinary share. The Company expects to publish its unaudited NAV as at 30 August 2019 and publish a further portfolio update on or around 13 September 2019.

As at 31 July 2019, the Company's invested portfolio comprised 59 private debt investments and 16 infrastructure bonds across 8 sectors and 28 sub-sectors and had an annualised yield-to-maturity (or yield-to-worst in the case of callable bonds) of 8.2% and a weighted average life of approximately 4.4 years (the "Invested Portfolio"). Private debt investments represented 88.3% of the Invested Portfolio and 70.5% of the Invested Portfolio comprised floating rate assets. The weighted average purchase price of the Invested Portfolio was 95.2% of par. Investments which are pre-operational represented 16.4% of total assets.

As at 31 July 2019, the Invested Portfolio remains geographically diverse with 45% located across the US, 16% in the UK, 31% in Europe, and 8% in Australia/New Zealand.

The Invested Portfolio was exposed to the following sectors:

Sector	% of Invested Portfolio
Transport	23.3
Transport assets	6.8
Utility	15.9
Power	9.5
Renewables	13.6
TMT	11.2
Accommodation	7.3
Other*	12.4

*Other includes residential infrastructure (3.6%), private schools (3.0%), private hospitals (3.0%), hospitality (1.7%) and equipment manufacturing (1.2%).

At 31 July 2019, approximately 99% of the Company's unaudited NAV consisted of either Sterling assets or was hedged into Sterling. The Company has adequate resources to cover the cash costs associated with its hedging activities. The Company undertakes a hedging strategy whereby it seeks to hedge substantially all of its capital and NAV in addition to its income. However, the ability to effect such a strategy may be affected by currency market and credit conditions and as such, it cannot be guaranteed that all of the Company's NAV will always be hedged and there will be periods where the Company's NAV is only partially hedged. Full details of the Company's investment policy and hedging policy can be found in the Company's previous prospectus (which has subsequently expired) that was published on 19 September 2018, as updated on 3 June 2019, copies of which are available on the Company's website.

Use of proceeds and pipeline of investment opportunities

As at the date of this announcement, the Company had cash of £46.8 million and outstanding drawings on the revolving credit facility of £161.4 million. The Company also had undrawn commitments, and one additional investments in settlement, collectively valued at £78.7 million.

The Investment Adviser continues to see a strong pipeline of currently available investment opportunities meeting the Company's investment criteria. The proceeds from the Placing will be used to repay debt outstanding under the revolving credit facility to enable the Investment Adviser to subsequently re-draw the funds to deploy into its pipeline of opportunities.

To the extent that the Placing is fully or oversubscribed, and taking into account the Company's current pipeline and repayment profile, the Company does not currently envisage raising any additional equity, in excess of that raised in the Placing, in 2019. Any significant additional issue of ordinary shares undertaken in 2020 is likely to require a prospectus and is expected to include a material element of pre-emption which would allow existing shareholders to participate in such an issue.

Company Strategy

The Company is focused on a range of investment-grade jurisdictions, which allows the Investment Adviser the flexibility to find investment opportunities in markets where its capital can receive an attractive yield whilst maintaining geographical diversity.

The Company invests principally in economic infrastructure assets, targeting transactions that are secondary sales (bank deleveraging) or refinancings of existing capital structures. The Company has strict industry and single borrower diversification criteria in place with rigorous and regular monitoring of its investments.

The investments target senior, mezzanine and junior debt in order to generate attractive risk-return characteristics.

As part of the Company's investment process, the Company has committed to implement enhanced ESG considerations and is implementing a comprehensive ESG policy with the goal of full implementation by 2020. In connection with the Company's commitment to implementing an ESG policy, the Investment Adviser has signed up to the United Nations Principles of Responsible Investment ("UNPRI"). Whilst these principles have historically been tailored towards equity investors, their scope has expanded to private debt. The UNPRI encompass all stages of the private debt process (origination, due diligence, documentation, holding period and exit decisions).

Dividends

For the avoidance of doubt, investors who participate in the Placing will be entitled to the dividend in respect of the quarter to 30 September 2019 which is expected to be declared in October 2019.

Benefits of the Placing

The Board believes the Placing will confer the following benefits for shareholders and the Company:

·      it will provide additional capital which will enable the Company to pay down its existing debt and pursue new investment opportunities in a manner which minimizes potential cash drag;

·      the Placing will provide a larger asset base for the Company over which its operating costs may be spread, thereby reducing the Company's ongoing charges further;

·      provide an opportunity to further diversify the Company's investor base, while enabling certain existing shareholders to participate in the Placing; and

·      the market capitalisation of the Company will increase following the Placing and it is expected that the secondary market liquidity of the ordinary shares will be enhanced accordingly.

Further details of the Placing

The issue of the 125,000,000 New Shares will be undertaken under the Company's existing general authority to dis-apply pre-emption rights as approved by shareholders on 5 August 2019 (the "AGM"), representing an aggregate amount of less than 10% of the ordinary shares in issue (as at the AGM). A prospectus is not required in respect of the Placing and any prior prospectus of the Company has expired.

Application will be made for the admission of the New Shares to the premium segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities.

Participation in the Placing will only be available to persons in member states of the EEA who are qualified investors as defined in article 2 (e) of the Prospectus Regulation ("Qualified Investors").

Qualified Investors should communicate their firm interest to their usual sales contact at Stifel. The decision to allot any New Shares to any Qualified Investors shall be at the discretion of the Company and Stifel. The Company reserves the right, after consultation with Stifel and the Investment Adviser, to scale back applications under the Placing at their absolute discretion in such amounts as they consider appropriate.

By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for New Shares, investors will be deemed to have read and understood this Announcement, including Appendix 1, and any subsequent announcement related to the Placing  in its entirety and to be making such offer on the terms and subject to the conditions set out in Appendix 1, and to be providing the representations, warranties and acknowledgements contained in Appendix 1.

The Placing will be accretive to NAV, accordingly the Placing Price will be set at a price which is at a minimum greater than the existing NAV plus the costs of the Placing.

Expected Timetable

	Expected time and date
Announcement of Placing Price and 30 August 2019 unaudited NAV	On or around 13 September 2019
Expected closing of the Placing	1:00 p.m. on 19 September 2019
Announcement of results of the Placing	7:00 a.m. on 20 September 2019
Admission of the New Shares to the Official List and commencement of dealings on the London Stock Exchange	8:00 a.m. on 24 September 2019
CREST accounts credited in respect of New Shares to be held in uncertificated form	8:00 a.m. on 24 September 2019
Dispatch of definitive share certificates in respect of New Shares (where applicable)	Approximately 14 days following (where applicable) the admission of the New Shares

All references to times in this Announcement are to London times unless otherwise stated.

The dates and times specified above are subject to change. In particular, the Directors may (with the prior approval of Stifel) 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 New Shares of changes to the timetable either by electronic mail or by the publication of a notice through a Regulatory Information Service.

Further details

The ticker for the Company's ordinary shares is SEQI. The ISIN for the Company's ordinary shares is GG00BV54HY67 and the SEDOL is BV54HY6.

The Company currently has 1,261,353,491 shares in issue. The Company holds no shares in treasury. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.

Investors should note that the Company's NAV for the period ended 31 July 2019 and 30 August 2019 have not been audited.

The information contained in this announcement may constitute inside information. The person responsible for the release of this announcement on behalf of the Company is Praxis Fund Services Limited.

LEI: 2138006OW12FQHJ6PX91

For further information please contact:

Sequoia Investment Management Company                             [phone]

Steve Cook

Dolf Kohnhorst

Randall Sandstrom

Greg Taylor

Stifel Nicolaus Europe Limited                                                  [phone]

Neil Winward

Mark Bloomfield

Gaudi Le Roux

Tulchan Communications (Financial PR)                                 [phone]

James Macey White

Martin Pengelley

Elizabeth Snow

Praxis Fund Services Limited (Company Secretary)              [phone]

Matt Falla                     

Appendix 1 - Terms and Conditions of the Placing

INTRODUCTION

IMPORTANT INFORMATION REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S. PERSONS OR, IN OR INTO THE UNITED STATES, OR IN OR INTO THE EXCLUDED TERRITORIES.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

THE NEW SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION, OTHER THAN TO QUALIFIED INVESTORS, WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE ORDER, FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (II) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS APPENDIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN NEW SHARES. THE PRICE OF THE NEW SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE NEW SHARES.

Placees will be deemed to have read and understood this Announcement and these terms and conditions in its entirety and to be making such offer on the terms and conditions and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:

1.   it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any New Shares that are allocated to it for the purposes of its business;

2.   in the case of any New Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, (i) the New Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA which has implemented the Prospectus Regulation other than Qualified Investors or in circumstances in which the prior consent of Stifel has been given to the offer or resale; or (ii) where New Shares have been acquired by it on behalf of persons in any Member State of the EEA other than Qualified Investors, the offer of those New Shares to it is not treated under the Prospectus Regulation as having been made to such persons; and/or

3.   (1) it is not a U.S. Person, (2) it is not located in the United States, and (3) it is not acquiring the New Shares for the account or benefit of a U.S. Person; or (ii) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other than an estate or trust) held for the benefit or account of a non U.S. person.

The Company and Stifel will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This Announcement (including this Appendix) does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for New Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement (including this Appendix) and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, the Excluded Territories or in any jurisdiction in which such publication or distribution is unlawful. Persons who come into possession of this Announcement are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the New Shares referred to in this Announcement have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States, and under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act. The New Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons in accordance with Regulation S under the Securities Act.

The New Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of any of the Excluded Territories.  Accordingly, the New Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the Excluded Territories or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

DEFINITIONS

For the purposes of this Appendix:

"Admission" means admission of the New Shares to be issued pursuant to the Placing to the Premium Listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities

"AIFM" means the Investment Manager who has been appointed as the Company's alternative investment fund manager under the AIFMD

"AIFMD" means the Alternative Investment Fund Managers Directive 2011/61/EU

"Board" or "Directors" means the board of directors of the Company as at the date of this Announcement.

"COBS" means Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance.

"CREST" means the computerised settlement system operated by Euroclear UK and Ireland Limited which facilitates the transfer of title to shares in uncertificated form.

"EEA" means the European Economic Area being the countries included as such in the Agreement on European Economic Area, dated 1 January 1994, among Iceland, Liechtenstein, Norway, the European Community and the Member States, as may be modified, supplemented or replaced.

"Excluded Territory" means Canada, Japan, Australia, New Zealand, the Republic of South Africa and the U.S. and any jurisdiction where the extension or availability of the Placing (and any other transaction contemplated thereby) would breach any applicable laws or regulations, and

"Excluded Territories" shall mean any of them.

"FCA" means the UK Financial Conduct Authority.

"Invested Portfolio" means the portfolio as at 31 July 2019 which was comprised of 59 private debt investments and 16 infrastructure bonds across 8 sectors and 28 sub-sectors.

"Investment Adviser" means Sequoia Investment Management Company Limited, a private limited company incorporated in England and Wales (registered number: 05902847) with registered address 14-17 Market Place, London, W1W 8AJ.

"Investment Manager" means International Fund Management Limited, a limited liability company incorporated on 3 September 1987 in Guernsey (registered number 17484) with registered address Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 4NA.

"Libor" means the London Interbank Offered Rate, being the average rate of interest that leading banks in London charge when lending to other banks.

"London Stock Exchange" means the London Stock Exchange Plc.

"Member State" means a sovereign state which is a member of the European Union.

"NAV" means the value of the assets of the Company less its liabilities as determined in accordance with the procedure as may be determined by the Directors from time to time and, where the context requires, the part of that amount attributable to a particular class of shares.

"New Shares" means the new ordinary shares of no par value in the Company to be issued pursuant to the Placing.

"Official List" means the official list of the FCA.

"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended.

"Placee" means a Relevant Person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for New Shares has been given.

"Placing" means the proposed placing by the Company of up to 125,000,000 New Shares.

"Placing Agreement" means the Placing Agreement dated 2 September 2019 between the Company, the Investment Adviser and Stifel in connection with the Placing.

"Placing Price" means the placing price of the New Shares to be announced on or around 13 September 2019.

"Prospectus Regulation" means Regulation (EU) 2017/1129 as amended.

"Qualified Investor" has the meaning defined in Article 2(e) of the Prospectus Regulation.

"Regulation S" means Regulation S promulgated under the Securities Act.

"Regulatory Information Service" means a regulated information service approved by the FCA and on the list of Regulatory Information Services maintained by the FCA.

"Relevant Member State" means each member state of the EEA that has implemented the Prospectus Regulation.

"Relevant Person" means (a) Qualified Investors; (b) in the UK, Qualified Investors who are persons who (i) fall within Article 19(5) of the Order, fall within Article 49(2)(A) to (D) of the Order, or are persons to whom it may otherwise be lawfully communicated and (ii) are a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of COBS.

"U.S." or "United States" means the United States of America, its states, territories and possessions, including the District of Columbia.

"U.S. Investment Company Act" means the U.S. Investment Company Act of 1940, as amended.

"U.S. Person" has the meaning given in Regulation S.

DETAILS OF THE PLACING

Stifel has entered into the Placing Agreement with the Company and the Investment Adviser under which Stifel has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers for the New Shares at the Placing Price.

The Placing Agreement contains customary warranties given by the Company and the Investment Adviser to Stifel as to matters relating to the Company and its business and a customary indemnity given by the Company to Stifel in respect of liabilities arising out of, or in connection with, the Placing.

The Company (after consultation with Stifel and the Investment Adviser) reserves the right to scale back the number of New Shares to be subscribed by any Placee in the event of applications in excess of the target amount under the Placing. The Company and Stifel also reserve the right not to accept offers to subscribe for New Shares or to accept such offer in part rather than in whole.  Stifel shall be entitled to effect the Placing by such method as they shall in their sole discretion determine. To the fullest extent permissible by law, neither Stifel nor any holding company of Stifel nor any subsidiary branch or affiliate of Stifel (each an affiliate) nor any person acting on behalf of any of the foregoing shall have any liability to the Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Stifel, nor any affiliate thereof nor any person acting on their behalf shall have any liability to Placees in respect of Stifel's conduct of the Placing.

Each Placee's obligations will be owed to the Company and to Stifel. Following the oral confirmation referred to below in the paragraph entitled "Participation in, and principal terms of, the Placing", each Placee will also be deemed to give an immediate, separate, irrevocable and binding obligation, owed to Stifel, to pay to Stifel (or as Stifel may direct) in cleared funds an amount equal to the product of the Placing Price and the number of New Shares which such Placees has agreed to acquire.

Each Placee agrees to indemnify on demand and hold each of Stifel, the Company, the Investment Manager and the Investment Adviser and their respective affiliates harmless from any all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgments, undertakings, representations, warranties and agreements set forth in these terms and conditions and any contract note.

The Placing is also conditional upon the Placing Agreement becoming unconditional and the Placing Agreement not being terminated in accordance with its terms. Further details of conditions in relation to the Placing are set out below in the paragraph entitled "Conditions of the Placing".

APPLICATION FOR ADMISSION TO TRADING

Application will be made to the FCA and the London Stock Exchange for Admission. It is expected that settlement of any such New Shares and Admission will become effective on or around 8.00 a.m. on 24 September 2019 and that dealings in the New Shares will commence at that time.

PAYMENT FOR SHARES

Each Placee must pay the Placing Price for the New Shares issued to the Placee in the manner and by the time directed by Stifel. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for New Shares shall at Stifel's discretion either be rejected or accepted in which case the paragraph below entitled "Registration and Settlement" shall apply to such application.

PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING

Stifel (whether through itself or any of its affiliates) is arranging the Placing as placing agent of the Company for the purpose of using reasonable endeavours to procure Placees at the Placing Price for the New Shares.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Stifel. Stifel and its affiliates may participate in the Placing as principal.

By participating in the Placing, Placees will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be participating and making an offer for New Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix.

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any New Shares.

The price of the New Shares is not fixed at the date of this Announcement. The price will be announced on a Regulatory Information Service on or around 13 September 2019 and the number of New Shares to be issued will be agreed between Stifel, the Company and the Investment Adviser following completion of the bookbuilding process in respect of the Placing (the "Bookbuild").  The number of New Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

Each Placee's allocation will be confirmed to Placees orally by Stifel, and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Stifel and the Company, under which it agrees to acquire the number of New Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the articles of incorporation of the Company.

Except as required by law or regulation, no press release or other announcement will be made by Stifel or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all New Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under the paragraph entitled "Registration and Settlement".

All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below and to the Placing not being terminated on the basis referred to below.

By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

To the fullest extent permissible by law, none of the Company, Stifel or any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise of these terms and conditions). In particular, none of the Company, Stifel or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Stifel's conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the New Shares to the Placees and Stifel shall have no liability to the Placees for the failure of the Company to fulfil those obligations.

CONDITIONS OF THE PLACING

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

Stifel's obligations under the Placing Agreement in respect of the New Shares are conditional on, inter alia:

1.         the Company allotting, subject only to Admission, the New Shares in accordance with the Placing Agreement; and

2.         Admission taking place not later than 8.30 a.m. on 31 October 2019.

If (a) any of the conditions contained in the Placing Agreement in relation to the New Shares are not fulfilled or waived by Stifel by the respective time or date where specified (or such later time or date as the Company and Stifel may agree being not later than 8.30 a.m. on 31 October 2019 (the "Final Date")); or (b) the Placing Agreement is terminated as described below, the Placing in relation to the New Shares will lapse and the Placee's rights and obligations hereunder in relation to the New Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Subject to certain exceptions, Stifel may, at its absolute discretion and upon such terms as it thinks fit, waive, or extend the period (up to the Final Date) for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither Stifel nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Stifel.

RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT

Stifel is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

1.   in the opinion of Stifel (acting in good faith), the Company fails to comply with any of its obligations under the Placing Agreement and that failure is material in the context of the Placing; or

2.   in the opinion of Stifel (acting in good faith), there has been a development or event (or any development or event involving a prospective change of which the Company is, or might reasonably be expected to be, aware) which will or is reasonably likely to have a material adverse effect on or affecting the operations, the condition (financial, operational, legal or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Company taken as a whole; or

3.   in the opinion of Stifel (acting in good faith) there has been a change in national or international financial, political, economic or stock market conditions (primary or secondary); an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis; a suspension or material limitation in trading of securities generally on any stock exchange; any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption in commercial banking, as would be likely to prejudice the success of the Placing.

Following Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the New Shares.

The rights and obligations of the Placees shall terminate only in the circumstances described in this Appendix and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Stifel of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Stifel, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against Stifel, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

NO PROSPECTUS

The New Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or elsewhere.  No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and certain business and financial information in accordance with the rules and practices of the FCA (collectively "Exchange Information").

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement, including this Appendix, is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, Stifel, the Investment Adviser or any other person and neither Stifel nor the Company nor the Investment Adviser nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.  

REGISTRATION AND SETTLEMENT

Settlement of transactions in the New Shares following Admission will take place within CREST provided that, subject to certain exceptions, Stifel reserves the right to require settlement for, and delivery of, the New Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Each Placee allocated New Shares in the Placing will be sent a trade confirmation or contract note stating the number of New Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Stifel (as agent for the Company) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Stifel.

It is expected that settlement in respect of the New Shares will be on or around 24 September 2019 on a T+2 basis in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above Libor as determined by Stifel.

Each Placee is deemed to agree that, if it does not comply with these obligations, Stifel may sell any or all of the New Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Stifel's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. Any excess proceeds will pass to the relevant Placee at its risk. The relevant Placee will, however, remain liable and shall indemnify Stifel on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such New Shares on such Placee's behalf. By communicating a bid for New Shares, each Placee confers on Stifel all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Stifel lawfully takes in pursuance of such sale.

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

Insofar as New Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such New Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

REPRESENTATIONS, WARRANTIES AND FURTHER TERMS

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and Stifel, namely that, each Placee (and any person acting on such Placee's behalf):

1.   represents and warrants that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription of New Shares is subject to, and based upon, all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement (including this Appendix);

2.   acknowledges that no offering document or prospectus has been prepared in connection with the placing of the New Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith; 

3.   acknowledges that the New Shares are listed on the premium segment of the Official List of the FCA, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA (collectively the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty; 

4.   acknowledges that none of Stifel, the Company, the Investment Adviser, any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the New Shares or the Company other than this Announcement (including this Appendix); nor has it requested any of Stifel, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

5.   acknowledges that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company, and that none of Stifel, its affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement (including this Appendix) or any information previously or concurrently published by or on behalf of the Company (including any Exchange Information), and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement (including this Appendix) or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the New Shares is contained in this Announcement (including this Appendix) and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the New Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Stifel, the Company or the Investment Adviser or any of their respective directors, officers or employees or any person acting on behalf of any of them (including with respect to the Company, the Placing, the New Shares or the accuracy, completeness or adequacy of any publicly available information), or, if received, it has not relied upon any such information, representations, warranties or statements, and neither Stifel nor the Company nor the Investment Adviser will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this Announcement as it may otherwise place on a prospectus. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company and the terms of the Placing in deciding to participate in the Placing and it will not rely on any investigation that Stifel, its affiliates or any other person acting on its or their behalf has or may have conducted;

6.   represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

7.   acknowledges that Stifel does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by COBS and that Stifel is not acting for it or its clients and that Stifel will not be responsible for providing protections to it or its clients;

8.   acknowledges that none of Stifel, any of its affiliates or any person acting on behalf of it or them has or shall have any liability for any publicly available or filed information (including any Exchange Information) or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9.   that, save in the event of fraud on the part of Stifel (and to the extent permitted by the FCA), neither Stifel, its ultimate holding company nor any direct or indirect subsidiary undertakings of that holding company, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of Stifel's role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law, Placees will immediately waive any claim against any of such persons which it may have in respect thereof;

10.  represents and warrants that (i) it is not in the United States; (ii) it is not a U.S. Person; and (iii) it is not acting for the account or benefit of a U.S. Person;

11.  acknowledges that the New Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons pursuant to Regulation S under the Securities Act, and the New Shares have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and agrees not to reoffer, resell, pledge, transfer or deliver any New Shares, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States;

12.  unless otherwise specifically agreed in writing with Stifel, represents and warrants that neither it nor the beneficial owner of such New Shares will be a resident of Excluded Territories;

13.  acknowledges that the New Shares have not been and will not be registered under the securities legislation of Excluded Territories and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

14.  represents and warrants that the issue to it, or the person specified by it for registration as holder, of New Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the New Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer New Shares into a clearance system;

15.  represents and warrants that: (i) it has complied with and will continue to comply with its obligations under the Market Abuse Regulation (EU) No. 596/2014, Criminal Justice Act 1993 and Part VIII of the Financial Services and Markets Act 2000, as amended ("FSMA") and other applicable law; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law 1999 and other applicable law, the Terrorism Act 2006, the Money Laundering Regulations 2007 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations; and (iii) it is not a person: (1) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (2) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3) subject to financial sanctions imposed pursuant to a regulation of the EU or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Stifel such evidence, if any, as to the identity or location or legal status of any person which Stifel may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Stifel on the basis that any failure by it to do so may result in the number of New Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Stifel may decide at its sole discretion;

16.  if a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, represents and warrants that the New Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the EEA other than Qualified Investors, or in circumstances in which the prior consent of Stifel has been given to the offer or resale;

17.  represents and warrants that it has not offered or sold and will not offer or sell any New Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in 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 in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation (including any relevant implementing measure in any member state);

18.  represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the New Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

19.  represents and warrants that it has complied and will comply with all applicable provisions of the FSMA and the Financial Services Act 2012 with respect to anything done by it in relation to the New Shares in, from or otherwise involving, the United Kingdom;

20.  if in a Member State of the EEA, unless otherwise specifically agreed with Stifel in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Regulation;

21.  if in the United Kingdom, represents and warrants that it is a person who: (i) falls within Articles 49(2)(A) to (D) or 19(5) of the Order or it is a person to whom the New Shares may otherwise be lawfully offered under such Order or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the New Shares may be lawfully offered under that other jurisdiction's laws and regulations; and (ii) is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of COBS;

22.  represents and warrants that it and any person acting on its behalf is entitled to acquire the New Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement (including this Appendix)) and will honour such obligations;

23.  where it is acquiring New Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (i) to acquire the New Shares for each managed account; (ii) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (iii) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Stifel;

24.  undertakes that it (and any person acting on its behalf) will make payment for the New Shares allocated to it in accordance with this Announcement (including this Appendix) on the due time and date set out herein, failing which the relevant New Shares may be placed with other subscribers or sold as Stifel may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Stifel on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such New Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in this Appendix) which may arise upon the placing or sale of such Placee's New Shares on its behalf;

25.  acknowledges that none of Stifel, any of its affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of Stifel and that Stifel has no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the  Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;

26.  undertakes that the person whom it specifies for registration as holder of the New Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither Stifel nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Stifel in respect of the same on the basis that the New Shares will be allotted to the CREST stock account of Stifel who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

27.  acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the New Shares (together with any interest chargeable thereon) may be taken by the Company or Stifel in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

28.  acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix;

29.  agrees that the Company, Stifel and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Stifel on its own behalf and on behalf of the Company and are irrevocable and the Company, Stifel and their respective affiliates are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

30.  agrees to indemnify on an after-tax basis and hold the Company, Stifel and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

31.  acknowledges that no action has been or will be taken by any of the Company, Stifel or any person acting on behalf of the Company or Stifel that would, or is intended to, permit a public offer of the New Shares in any country or jurisdiction where any such action for that purpose is required;

32.  acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the New Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

33.  acknowledges that its commitment to subscribe for New Shares on the terms set out herein and in the trade confirmation or contract note will continue, notwithstanding any amendment that may in the future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

34.  acknowledges that Stifel or any of its affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Placing;

35.  represents and warrants that, if it is a pension fund or investment company, its purchase of New Shares is in full compliance with all applicable laws and regulation; and

36.  to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement, including this Appendix.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Stifel and the Company and are irrevocable and shall not be capable of termination in any circumstances.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the New Shares in question. Such agreement assumes that the New Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the New Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the New Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Stifel will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of New Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Stifel in the event that any of the Company and/or Stifel has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Stifel accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any New Shares or the agreement by them to subscribe for any New Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that Stifel does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Stifel or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the New Shares.

When a Placee or person acting on behalf of the Placee is dealing with Stifel, any money held in an account with Stifel on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Stifel's money in accordance with the client money rules and will be used by Stifel in the course of its own business and the Placee will rank only as a general creditor of Stifel.

All times and dates in this Announcement (including this Appendix) may be subject to amendment, and Placees' commitments, representations and warranties are not conditional on any of the expected times and dates on in this Announcement (including this Appendix) being achieved. Stifel shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and any persons requiring advice should consult an appropriately qualified independent financial adviser.

Stifel is entitled, at its discretion and out of its own resources, at any time to rebate to some or all of its investors, or to other parties (including the Investment Adviser), part or all of its fees relating to the Placing.

MISCELLANEOUS

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Shares have been subject to a product approval process, which has determined that the New 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, Placees and distributors should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Stifel 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 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 New Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.

IMPORTANT NOTICES

Neither this announcement nor the information contained herein is for release, publication or distribution, directly or indirectly, in or into the United States, the Republic of South Africa, Canada, Australia, New Zealand or Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The securities referred to herein have not been and will not be registered under the relevant securities laws of any such excluded territory.

This announcement does not contain, constitute or form part of an offer for sale of, resale of, transfer of or delivery of or the solicitation of an offer to purchase directly or indirectly, securities in the United States or to, or for the account or benefit of a U.S. Person (as defined in Regulation S of the Securities Act). The securities referred to herein have not been, and will not, be registered under the Securities Act or any other applicable securities laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. Person absent registration or an applicable exemption from the registration requirements of the Securities Act.  Although the issuer does not intend to register any part of the proposed offering in the United States, any public offering in the United States would be made by means of a prospectus that could be obtained from the issuer and would contain detailed information about the company and management, as well as financial statements. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended, and neither International Fund Management Limited (the "Investment Manager") nor Sequoia Investment Management Company Limited (the "Investment Adviser") will be registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended.  Consequently, investors will not be entitled to the benefits and protections of the U.S. Investment Company Act of 1940, as amended or the U.S. Investment Advisers Act of 1940, as amended.  The shares of the Company will be offered and sold only to non-US Persons outside the United States in reliance on Regulation S under the Securities Act.  There will be no offer of the Company's securities in the United States.  The distribution of this document may also be restricted by law in other jurisdictions.

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any New Shares or any other securities 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.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, the Republic of South Africa, Canada, Australia, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of the United States, Canada, Japan, Australia, New Zealand or South Africa. There will be no offer of the New Shares in the United States, Canada, South Africa, Japan, Australia or New Zealand.

Denmark

The Company is an alternative investment fund and the Investment Manager is an AIFM for purposes of the AIFMD. The Company has been approved for marketing in Denmark by the Danish Financial Supervisory Authority pursuant to Section 130 of the Danish AIFM Act so that the Company may be marketed to professional investors within the meaning of the Danish AIFM Act only. The Announcement must not be distributed to, or relied upon by, investors in Denmark in any other circumstances. Furthermore, this Announcement does not constitute a prospectus under any Danish laws or regulations and has not been filed with or approved by the Danish Financial Supervisory Authority as the Prospectus has not been prepared in the context of a public offering of securities in Denmark within the meaning of the Danish Securities Trading Act or any Executive Orders issued in connection thereto. In accordance with the exemption from the prospectus requirements, the Announcement will only be directed to qualified investors as defined in Section 2 of the Danish Executive Order no. 1104/2014.

European Economic Area

In relation to each Relevant Member State, with effect from and including the Relevant Implementation Date, an offer of New Shares described in this Announcement may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the New Shares that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Regulation, unless, with effect from and including the Relevant Implementation Date: (i) the offer is exclusively intended for Qualified Investors; (ii) the offer is made to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the Prospectus Regulation, 150 natural or legal persons (other than Qualified Investors); or (iii) the offer takes place under other circumstances in which the publication of a prospectus is not required under Article 3 of the Prospectus Regulation, to the extent that this exemption has been implemented in the Relevant Member State. Each purchaser of New Shares described in this Announcement located within a Relevant Member

State (other than the United Kingdom) will be deemed to have represented, acknowledged and agreed that

it is a Qualified Investor. For the purposes of this provision, the expression an "offer to the public" in relation to any offer of New Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any New Shares to be offered so as to enable an investor to decide to purchase or subscribe for the New Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Regulation in that Relevant

Member State. This Announcement may not be used for, or in connection with, and does not constitute, any offer of New Shares or an invitation to purchase or subscribe for New Shares in any Relevant Member

State or jurisdiction in which such an offer or invitation would be unlawful.

The New Shares will not be offered, sold, placed or underwritten in Ireland: (a) except in circumstances which do not require the publication of a prospectus pursuant to Article 3(2) of the Prospectus Regulation and any rules issued by the Central Bank of Ireland pursuant thereto; (b) otherwise than in compliance with the provisions of the Irish Companies Act 2014; (c) otherwise than in compliance with the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 (S.I. No. 60 of 2007) (as amended), and the bookrunner and any introducer appointed by the Company will conduct themselves in accordance with any codes or rules of conduct and any conditions or requirements, or any other enactment, imposed or approved by the Central Bank of Ireland with respect to anything done by them in relation to the Company; (d) otherwise than in compliance with the provisions of the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued by the Central Bank of Ireland pursuant thereto; and

(e) except to professional investors as defined in AIFMD and otherwise in accordance with AIFMD,

Commission Delegated Regulation 231/2013, the Irish European Union (Alternative Investment Fund Managers) Regulations 2013 (S.I. no 257 of 2013), as amended, and any rules issued by the Central Bank of Ireland pursuant thereto.

This Announcement may only be distributed or circulated directly or indirectly in or from within the Bailiwick of Guernsey (i) by persons licensed to do so by the Commission under the POI Law or (ii) to persons licensed under the POI Law, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002, the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Businesses and Company Directors etc. (Bailiwick of Guernsey) Law 2000.

No consents from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey)

Order 1958, as amended have been obtained by the Company. Accordingly no public offering of New

Shares is being made to investors resident in Jersey, and New Shares are being offered only to a limited number of institutional and sophisticated individual investors in Jersey. It must be distinctly understood that the Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Company.

No offer of New Shares to the public will be made in Luxembourg pursuant to this Announcement, except that an offer of New Shares in Luxembourg may be made at any time: (a)to any person or legal entity which is a professional client within the meaning of Annex II of MiFID; or (b) in any circumstances which do not fall under specific offer limitations under the AIFM Law and at the same time do not constitute an Offer of Shares to the public requiring the publication by the Company of a prospectus pursuant to Article 5 of the Prospectus Law; provided that in both cases (a) and (b) above the AIFM fulfils the requirements set out in the AIFM Law (in particular the notification obligation set out in Article 45 of the AIFM Law (Article 42 of the AIFMD) and the potentially applicable ongoing requirements). For the purposes of this provision, the expression "Offer of Shares to the public" in relation to any New Shares in Luxembourg means the communication to persons in any form and by any means presenting sufficient information on the terms of the offer and the New Shares to be offered so as to enable an investor to decide to purchase or subscribe the New Shares, the expression "Prospectus Law" means the Luxembourg law of 10 July 2005 on prospectuses for securities, as amended. Neither the Company nor its AIFM have been authorised or registered under the AIFM Law or are otherwise supervised by the Luxembourg Commission de Surveillance du Secteur Financier ("CSSF").

The Company is an alternative investment fund and the Investment Manager of the Company is an AIFM for purposes of the AIFMD. The Investment Manager has been approved by the Swedish Financial Supervisory Authority pursuant to Chapter 5 Section 10 of the Swedish Act on Alternative Investment Fund Managers (2016:561) (the "Swedish AIFM Act") to market the Company to professional investors in Sweden. The Company may be marketed to professional investors within the meaning of the Swedish AIFM Act only. The Announcement may only be distributed to professional investors and the Announcement may not be distributed to or made available to non-professional investors in Sweden. Furthermore, the Announcement has not been, nor will it be, registered with or approved by the Swedish Financial Supervisory Authority under the Swedish Financial Instruments Trading Act (1991:980) (the "Swedish Trading Act"). Accordingly, the Announcement may not be made available, nor may the interests in the Company offered hereunder be marketed and offered for sale in Sweden, other than under circumstances which do not require a prospectus (Sw. prospekt) to be prepared under the Swedish Trading Act.

The Company has not been licensed for distribution with the Swiss Financial Market Supervisory Authority ("FINMA") as a foreign collective investment scheme pursuant to Article 120 of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006, as amended ("CISA"). Also, the Company has not appointed a Swiss paying agent and representative and therefore may not be distributed in Switzerland (as defined by Art. 3 para. 1 CISA). Accordingly, in Switzerland the New Shares will only be offered and sold to prudentially regulated financial institutions pursuant to Article 10 para. 3 lit. a and b CISA; in addition, the New Shares may be sold under the reverse solicitation-exemption pursuant to Article 3 para. 2 lit. a CISA. The Announcement and any other offering material relating to the New Shares may only be handed out within these restrictions. Investors in the New Shares do not benefit from the specific investor protection provided by CISA and the supervision by the FINMA. The New Shares are not publicly offered within the meaning of article 652a or 1156 of the Swiss

Code of Obligations. As a consequence, the Announcement is not a prospectus within the meaning of these provisions and may therefore not comply with the information standards required thereunder. The Announcement is not a listing prospectus according to article 27 et seq. of the Listing Rules of the SIX Swiss Exchange and may therefore not comply with the information standards required thereunder or under the listing rules of any other Swiss stock exchange.

The New Shares described herein may not, directly or indirectly, be offered or acquired in The Netherlands, and this Announcement may not be circulated in The Netherlands as part of initial distribution or at any time thereafter, except: (a) to qualified investors within the meaning of Section 1:1 of the Financial Markets Supervision Act (Wet op het financieel toezicht), as amended from time to time; (b) to a maximum of 149 individuals who are not qualified investors within the meaning of Section 1:1 of the Financial Markets Supervision Act; or (c) to investors who acquire New Shares for a minimum consideration of EUR 100,000 or the equivalent thereof in another currency. The Company has not been registered for public offer or distribution in The Netherlands and does not require a licence under the Dutch Financial Markets Supervision Act and is not subject to the prudential and conduct of business supervision of the Dutch Central Bank (De Nederlandsche Bank N.V.) and the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries which the Company's businesses operate to differ materially from the impression created by forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the Placing. Stifel will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither Stifel nor any of its directors, officers, employees, advisers, affiliates or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or its subsidiary, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

The Company is incorporated in Guernsey and has been registered as a registered closed-ended collective investment scheme under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended. It is suitable only for professional or experienced investors, or those who have taken appropriate professional advice.

You are wholly responsible for ensuring that all aspects of the Company are acceptable to you. Investment in listed funds may involve special risks that could lead to a loss of all or a substantial portion of such investment. Unless you fully understand and accept the nature of the Company and the potential risks inherent in it you should not invest in the Company.

Further information in relation to the regulatory treatment of listed funds domiciled in Guernsey may be found on the website of the Guernsey Financial Services Commission at http://www.gfsc.gg/The-Commission/Pages/Home.aspx.

 

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