Publication of a Prospectus

RNS Number : 2241T

Schiehallion Fund Limited (The)

23 March 2021

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR WITHIN THE UNITED STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, 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 is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any shares in the Company in any jurisdiction, including in or into the United States, any member state of the European Economic Area, Australia, Canada or Japan. Investors should not subscribe for or purchase any C shares referred to in this announcement except on the basis of information in a prospectus published by The Schiehallion Fund Limited in connection with the proposed admission of C shares to trading on the specialist fund segment of the main market for listed securities of London Stock Exchange plc.

LEI - 213800NQOLJA1JCWXQ56

23 March 2021

The Schiehallion Fund Limited

Publication of Prospectus in connection with a proposed placing of C Shares

Further to the announcement made by The Schiehallion Fund Limited (the "Company") on 19 March 2021 the Board is pleased to announce the publication today of a prospectus (the "Prospectus") in connection with a placing of C shares of no par value (the "C Shares") at an issue price of US$1.00 per C Share (the "Placing") and admission of the C Shares to trading on the Specialist Fund Segment ("Admission").

The Placing is targeting an issue of in excess of 500 million C Shares and the Net Placing Proceeds will be used to acquire investments in accordance with the Company's investment objective, being to generate capital growth for investors through making long-term minority investments in later stage private businesses that the Company considers to have transformational growth potential and to have the potential to become publicly traded.

Winterflood Securities Limited is acting as Sole UK Placing Agent and Bookrunner in connection with the Placing.

The expected timetable is as set out below.

Commencement of the Placing	23 March 2021
Latest time and date for placing commitments under the Placing	2.00 p.m.* on 21 April 2021
Publication of results of the Placing	22 April 2021
Admission and dealing in C Shares commences	8.00 a.m. on 26 April 2021
CREST Accounts credited with uncertificated C Shares	as soon as practicable after 8.00 a.m. on 26 April 2021
Where applicable, definitive share certificates despatched by post	approximately two weeks after Admission

* or such later time as may be notified to a Placee.

References to times are to London times unless otherwise stated. Any changes to the expected timetable set out above will be notified to the market by the Company via an RIS announcement.

Further information on the Placing is set out in the Prospectus, which will shortly be available for inspection at the Company's website ( www.schiehallionfund.com ) and from the National Storage Mechanism ( https://data.fca.org.uk/#/nsm/nationalstoragemechanism ).

Terms used and not defined in this announcement shall have the meanings given to them in the Prospectus.

For further information please contact:

Baillie Gifford & Co

Alex Blake

Tel: [phone]

Winterflood Securities Limited (Sole UK Placing Agent and Bookrunner)

Neil Morgan

Tel: [phone]

IMPORTANT NOTICE

This announcement, and the information contained therein, is not for viewing, release, distribution or publication in or into the United States, any member state of the European Economic Area, Australia, Canada, Japan or any other jurisdiction where applicable laws prohibit its release, distribution or publication, and will not be made available to any resident of the United States.

The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes must inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the federal securities law of the United States and the laws of other jurisdictions.

The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"), and as such investors are not and will not be entitled to the benefits of the Investment Company Act. The C Shares have not been and will not be registered under the US Securities Act of 1933, as amended (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, delivered, assigned or otherwise transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, "U.S. persons" as defined in Regulation S under the Securities Act ("US 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 in a manner which would not result in the Company being required to register under the Investment Company Act. In connection with the Placing, the C Shares are being offered or sold only (i) outside the United States in "offshore transactions" to non-US Persons pursuant to Regulation S under the Securities Act, and (ii) to persons who are both "qualified purchasers" as defined in the Investment Company Act ("Qualified Purchasers") and "accredited investors" as defined in Regulation D under the Securities Act ("Accredited Investors") pursuant to an exemption from the registration requirements of the Securities Act. There has been and will be no public offer of the C Shares in the United States.

Neither the US Securities and Exchange Commission nor any state securities commission has approved or disapproved of the C Shares or passed upon or endorsed the merits of the offering of the C Shares or the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offence in the United States.

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

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.

 

END

 

 

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