Terms and Conditions of the Placing

RNS Number : 0599A

HICL Infrastructure Company Ld

21 March 2017

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME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

For Immediate Release	21 March 2017

HICL Infrastructure Company Limited

 (the "Company")

Placing, Open Offer, Offer for Subscription and Intermediaries Offer of up to 163,522,013 New Ordinary Shares of 0.01 pence each at an Issue Price of 159.0p per New Ordinary Share

Terms and Conditions of the Placing

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED ("CANACCORD GENUITY" AND/OR THE "PLACING AGENT") WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ONLY RELEVANT PERSONS MAY PARTICIPATE IN THE PLACING AND THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN ECONOMIC AREA ("EEA"), OTHER THAN TO PERSONS WHO ARE BOTH (I) "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES AND (II) PERSONS TO WHOM THE NEW ORDINARY SHARES MAY BE LAWFULLY MARKETED UNDER THE EU ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (NO. 2011/61/EU) OR THE APPLICABLE IMPLEMENTING LEGISLATION (IF ANY) OF THE MEMBER STATE OF THE EEA IN WHICH SUCH PERSON IS DOMICILED OR IN WHICH SUCH PERSON HAS A REGISTERED OFFICE.

This announcement is an advertisement and not a prospectus. No person should purchase or subscribe for any shares referred to in this announcement except on the basis of information contained in the prospectus published by the Company on 23 February 2017 (the "Prospectus") in connection with the Placing, Open Offer, Offer for Subscription and Intermediaries Offer of New Ordinary Shares and the admission of any New Ordinary Shares to the premium segment of the Official List of the FCA and to trading on London Stock Exchange plc's (the "London Stock Exchange") main market for listed securities. This announcement does not constitute and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement or referred to in other written or oral form is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.

The Placing Shares have not been and will not be registered under the U.S. 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 (as defined below), and accordingly may not be offered, sold, pledged or otherwise transferred directly or indirectly in or into the United States of America, its territories or possessions, any State of the United States or the District of Columbia (the "United States") except pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No offering of the Placing Shares is being made in the United States or to U.S. persons as defined in and in accordance with Regulation S of the Securities Act ("Regulation S"), ("U.S. Persons"). The Placing (as defined below) is being made outside the United States only in offshore transactions (as defined in Regulation S) meeting the requirements of Regulation S, other than to U.S. Persons or persons acquiring for the account or benefit of U.S. Persons. The Company has not been and will not be registered under the Investment Company Act and investors will not be entitled to the benefits of the Investment Company Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or to U.S. Persons or use the United States mails, directly or indirectly, in connection with the Placing.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The distribution of this announcement, the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, the Placing Agent or any of their respective affiliates as defined in Rule 501(b) under the Securities Act (as applicable in the context used, "Affiliates") that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Genuity or for affording advice in relation to the Placing, or any other matters referred to herein.

By participating in the Placing (as defined below), each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral offer to take up Placing Shares is deemed to have read and understood this announcement in its entirety and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

The Company and/or Canaccord may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Placee to execute a separate placing letter (a "Placing Letter"). The terms and conditions contained in any Placing Letter shall be supplemental and in addition to the terms and conditions contained herein.

Details of the Placing Agreement and the Placing Shares

The Company and InfraRed Capital Partners Limited (the "Investment Adviser") have entered into a placing, open offer, offer for subscription and intermediaries offer agreement (the "Placing Agreement") with Canaccord Genuity, under which the Placing Agent has, subject to the terms set out therein, agreed to use reasonable endeavours, as agent of the Company, to procure Placees for the Placing Shares (the "Placing").

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with each other and with the Ordinary Shares in issue, including the right to receive all dividends and other distributions declared, made or paid after Admission (as hereinafter defined), excluding the entitlement of the existing Ordinary Shares to the third interim dividend for the financial year ending 31 March 2017 of 1.91 pence per Ordinary Share, which was announced on 22 February 2017.

Details of the Issue arrangements and the rights attaching to the Placing Shares are set out in Parts VII and X respectively of the Prospectus.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Applications for listing and admission to trading

Application will be made to the FCA (as the competent authority for listing) for admission of the Placing Shares to the premium segment of the Official List maintained by the FCA in accordance with section 74(1) of the Financial Services and Markets Act 2000 ("FSMA") for the purposes of part VI of FSMA and to London Stock Exchange for admission to trading of the Placing Shares on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will become effective and that dealings will commence on 24 March 2017, and in any event no later than 31 May 2017.

Participation in, and principal terms of, the Placing

A single price per Placing Share (the "Placing Price") will be payable to the Placing Agent by all Placees.

Prospective Placees will be identified and contacted by the Placing Agent.

The Placing is expected to close at noon on 21 March 2017. However, the Company may, with the prior approval of Canaccord Genuity, bring forward or postpone this date.  In the event such date is changed, the Company will notify investors who have applied for Placing Shares either by post, by electronic mail or by the publication of a notice through a regulatory information service provider to the London Stock Exchange.

Canaccord Genuity will re-contact and confirm orally to Placees the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter.  Canaccord Genuity's oral confirmation of the size of allocations and each Placee's oral commitment to accept the same or such lesser number in accordance with the paragraph immediately below will constitute a legally binding agreement pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out herein and in the Prospectus.

The Company (after consultation with the Placing Agent and the Investment Adviser) reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing and to take account of allocations under the Offer for Subscription and the Intermediaries Offer. The Company and the Placing Agent also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The Placing Agent shall be entitled to effect the Placing by such method as it shall in its sole discretion determine. To the fullest extent permissible by law, neither the Placing Agent, nor any holding company of the Placing Agent, nor any subsidiary, branch or affiliate of the Placing Agent (each an "Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise).  In particular, neither the Placing Agent, nor any Affiliate thereof nor any person acting on their behalf shall have any liability to Placees in respect of their conduct of the Placing.  No commissions will be paid to Placees or directly by any Placees in respect of any Placing Shares.

Each Placee's obligations will be owed to the Company and to the Placing Agent. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Placing Agent, to pay to the Placing Agent (or as the Placing Agent may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares which such Placee has agreed to acquire.  Commitments under the Placing cannot be withdrawn without the consent of the Directors. The Company shall allot such Placing Shares to each Placee following each Placee's payment to the Placing Agent of such amount.

All obligations of the Placing Agent under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing".

Conditions of the Placing

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

The obligations of the Placing Agent under the Placing Agreement are conditional, inter alia, on:

1.   admission occurring by no later than 8 a.m. on 24 March 2017 (or such later date as may be agreed between the Company and the Placing Agent, not being later than close of business on 31 May 2017);

2.   the Company and the Investment Adviser delivering, by no later than 5.00 p.m. on the business day prior to Admission, to the Placing Agent certificates confirming, inter alia, that none of the representations, warranties and undertakings given by the Company or the Investment Adviser, respectively, in the Placing Agreement has been breached or was untrue, inaccurate or misleading in any respect when made or, by reason of any event occurring or circumstance arising before the date of the certificates, would cease to be true and accurate were it to be repeated on the date of the certificates; and

3.   not less than the aggregate of £50 million (or such lesser amount as the Company and the Placing Agent, in consultation with the Investment Adviser, may agree) New Ordinary Shares being subscribed for pursuant to the Issue.

If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by the Placing Agent), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations under the Placing shall cease and determine at such time and no claim may be made by a Placee in respect thereof. The Placing Agent shall have no liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.

Payment for Placing Shares

Each Placee must pay the Placing Price for the Placing Shares allocated to the Placee in the manner and by the time directed by Canaccord Genuity. If any Placee fails to pay as so directed and/or by the time required, the relevant Placee's application for the Placing Shares shall at Canaccord Genuity's discretion either be accepted or rejected.

Right to terminate under the Placing Agreement

Canaccord Genuity may, following consultation with the Company and the Investment Adviser as is practicable in the circumstances, at any time before Admission, terminate the Placing Agreement by giving notice in writing to the Company and the Investment Adviser if, in the opinion of Canaccord Genuity, acting in good faith:

1.   any statement contained in the Prospectus is or has become untrue, incorrect in any respect or misleading in any material respect; or

2.   matters have arisen which would, if the Prospectus were issued at that time, constitute a material omission therefrom; or

3.   there has been a breach of any of the Warranties (as defined in the Placing Agreement) which is material in the context of the Issue; or

4.   one or more of the Warranties was untrue or inaccurate in a manner which was material in the context of the Issue when given or, by reason of any event occurring or circumstance arising after the date of the Placing Agreement, any one or more of the Warranties would cease to be true and accurate in a manner which is material in the context of the Issue if repeated at that time; or

5.   by reason of any event occurring or circumstance arising after the date of the Placing Agreement the Company or the Investment Adviser would have been in material breach of the Warranties if given at the time such event occurred or circumstance arose; or

6.   the Company or the Investment Adviser has failed to comply with any material obligation under the Placing Agreement or otherwise relating to the Issue.

By participating in the Placing, each Placee agrees with Canaccord Genuity that the exercise by the Placing Agent of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Placing Agent and that the Placing Agent need not make any reference to the Placee in this regard and that, to the fullest extent permitted by law, the Placing Agent shall not have any liability whatsoever to the Placee in connection with any such exercise.

Prospectus

The Prospectus has been published in connection with the Placing, Open Offer, Offer for Subscription, Intermediaries Offer and Admission. The Prospectus has been approved by the UK Listing Authority. A Placee may only rely on the information contained in the Prospectus and any supplementary prospectus published by the Company prior to Admission in deciding whether or not to participate in the Placing.

Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement, the Prospectus and any supplementary prospectus published by the Company prior to Admission is exclusively the responsibility of the Company and that the Prospectus and any supplementary prospectus published by the Company prior to Admission are exclusively the responsibility of the Directors and the Company and the persons stated therein as accepting responsibility for the Prospectus and confirms to the Placing Agent, the Company and the Investment Adviser that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Placing Agent (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of its Affiliates, any persons acting on its behalf or the Company or the Investment Adviser other than the Prospectus and neither the Placing Agent, nor any of its Affiliates, nor any persons acting on their behalf, nor the Company, nor the Investment Adviser will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons) other than the Prospectus and any supplementary prospectus published by the Company prior to Admission. By participating in the Placing, each Placee acknowledges to and agrees with the Placing Agent for itself and as agent for the Company that, except in relation to the information contained in this announcement, the Prospectus and any supplementary prospectus published by the Company prior to Admission, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate 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 Placing Shares (ISIN GB00B0T4LH64) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. The Placing Agent reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means as it may deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction. 

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Canaccord Genuity and settlement instructions. Placees should settle against CREST ID: 805. It is expected that such trade confirmation will be despatched on 22 March 2017 and that this will also be the trade date. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Canaccord Genuity.

It is expected that settlement will be on 24 March 2017 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 2 percentage points above the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations, the Placing Agent may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for its own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any tax or other charges (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

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

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Canaccord Genuity nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By agreeing to subscribe for Placing Shares, each Placee which enters into a commitment to subscribe for Placing Shares  will (for itself and any person(s) procured by it to subscribe for Placing Shares and any nominee(s) for any such person(s)) be deemed to agree, represent, warrant and acknowledge to each of the Company, the Investment Adviser and the Placing Agent:

1.   that it has read and understood this announcement in its entirety and acknowledges that its participation in the Placing will be governed by the terms of this announcement and the Prospectus;

2.   that it will indemnify on an after-tax basis and hold harmless each of the Company, Canaccord Genuity, their respective Affiliates and any person acting on its or their behalf 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 announcement and further agrees that the provisions of this announcement shall survive after completion of the Placing;

3.   that the New Ordinary Shares of the Company will be admitted to the premium segment of the Official List of the UK Listing Authority, 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") and that the Placee is able to obtain or access the Exchange Information without undue difficulty;

4.   that neither the Placing Agent, nor any of its Affiliates nor any person acting on their behalf has provided, and will not provide it with any material or information regarding the Placing Shares or the Company; nor has it requested the Placing Agent, any of its Affiliates or any person acting on their behalf to provide it with any such material or information;

5.   that the content of this announcement, the Prospectus and any supplementary prospectus published by the Company prior to Admission is exclusively the responsibility of the Directors and the Company and the persons stated therein as accepting responsibility for it and that, apart from the liabilities and responsibilities (if any) which may be imposed on the Placing Agent under any regulatory regime, neither the Placing Agent, nor any of its Affiliates nor any person acting on its or their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement, the Prospectus, any supplementary prospectus published by the Company prior to Admission or any information previously published by or on behalf of the Company and neither the Placing Agent, nor any of its Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement 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 to subscribe for the Placing Shares is contained in this announcement, the Prospectus, any supplementary prospectus published by the Company prior to Admission and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that the Placing Agent, any of its Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto. It further agrees that it is not relying on any other information given, or representation or statement made at any time, by any person concerning the Company or the Placing, and in particular agrees that none of the Company, the Investment Adviser and the Placing Agent, nor any of their respective officers, agents or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;

6.   that it has not relied on any information relating to the Company contained in any research reports prepared by Canaccord Genuity, its Affiliates or any person acting on their behalf and understands that (i) none of Canaccord Genuity, any of its Affiliates nor any person acting on its or their behalf has or shall have any liability for public information or any representation; (ii) none of Canaccord Genuity, any of its Affiliates nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this announcement or otherwise; and that (iii) none of Canaccord Genuity, any of its Affiliates nor any person acting on its or their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this announcement or otherwise;

7.   that it:

i)    is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it;

ii)   has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities;

iii)  has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations;  

iv)  has paid any issue, transfer or other taxes due in connection with its participation in any territory; and

v)   has not taken any action which will or may result in the Company, the Placing Agent, the Investment Adviser, any of their respective Affiliates or any person acting on its or their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

8.   that the issue to the Placee, or the person specified by the Placee for registration as holder, of Placing 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 Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance system;

9.   that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and that the Company has not been registered as an "investment company" under the Investment Company Act;

10. that it:

i)    is, or at the time the Placing Shares are acquired, it will be, the beneficial owner of such Placing Shares and is neither a person located in the United States nor acting on behalf of a person in the United States;

ii)   is, or at the time the Placing Shares are acquired, it will be, acquiring the Placing Shares in an "offshore transaction" (as defined in Regulation S); and

iii)   will not offer, sell, renounce, transfer or deliver, directly or indirectly, the Placing Shares in the United States or to any U.S. Person, except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

11. that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive;

12. 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 FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;

13. that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

14. that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-terrorism Crime and Security Act 2001 and the Money Laundering Regulations 2007 of the United Kingdom, the Handbook for Financial Services Business on Countering Financial Crime and Terrorist Financing issued by the Guernsey Financial Services Commission and the Criminal Justice (Proceeds of Crime) (Financial Services Businesses) (Bailwick of Guernsey) Regulations (the "Regulations") and, if it is 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;

15. that due to anti-money laundering and the countering of terrorist financing requirements, the Placing Agent and/or the Company may require proof of identity of the Placee and related parties and verification of the source of the payment before its commitment can be processed and that, in the event of delay or failure by the Placee to produce any information required for verification purposes, the Placing Agent and/or the Company may refuse to accept the application and the subscription moneys relating thereto. It agrees to hold harmless and to indemnify the Placing Agent and the Company against any liability, loss or cost ensuing due to the failure to process such commitment, if such information as has been required has not been provided by it or has not been provided on a timely basis;

16. that it is (a) a person falling within Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

17. that it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive and that  if it is a resident in the EEA (other than the United Kingdom), if its Relevant Member State has implemented the AIFM Directive, it is a person to whom the Placing Shares may be lawfully marketed under the AIFM Directive or under the applicable implementing legislation (if any) of that Relevant Member State;

18. if it is outside the United Kingdom, neither the Prospectus nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and the Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

19. it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Placing Agent may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

20. that neither the Placing Agent, nor any of its Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that participation in the Placing is on the basis that it is not and will not be a client of the Placing Agent or any of its Affiliates and that neither the Placing Agent, nor any of its Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing the protections afforded to their clients or for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Canaccord Genuity's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

21. that:

i)    the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be;

ii)   neither the Placing Agent 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; and

iii)  the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of Canaccord Genuity which will hold them as settlement agent as nominee for the Placees until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

22. that it requests, at its own initiative, that the Company (or its agents) notifies it of all future opportunities to acquire securities in the Company and provides it with all available information in connection therewith;

23. that 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 agreements shall be governed by and construed in accordance with the laws of England, that 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 arising out of any such agreement or non-contractual obligations and agree that nothing shall limit the right of the Company to bring any action, suit or proceeding arising out of or in connection with any such agreements in any other manner permitted by law or in any court of competent jurisdiction;

24. that it irrevocably appoints any director of the Placing Agent as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

25. that it is not a resident of any Prohibited Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Prohibited Jurisdictions and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction;

26. that any person who confirms to Canaccord Genuity on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Canaccord Genuity to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

27. that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Placing Agent will be responsible. If this is the case, the Placee should take its own advice and notify Canaccord Genuity accordingly;

28. that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this announcement and otherwise as stated in the Prospectus;

29. that when a Placee or any person acting on behalf of the Placee is dealing with Canaccord Genuity, any money held in an account with Canaccord Genuity 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 relevant rules and regulations of the FCA. 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 Canaccord Genuity money in accordance with the client money rules and will be used by Canaccord Genuity in the course of its business; and the Placee will rank only as a general creditor of Canaccord Genuity;

30. that if it is outside the United Kingdom, neither the Prospectus nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and the Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

31. that any of its clients, whether or not identified to the Placing Agent or any of its Affiliates or agents, will remain its sole responsibility and will not become clients of the Placing Agent or any of its Affiliates or agents for the purposes of the rules of the Financial Conduct Authority or for the purposes of any other statutory or regulatory provision

32. that the representations, undertakings and warranties contained in this announcement are irrevocable, and acknowledges and understands that that the Company, the Placing Agent, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Placing Shares are no longer accurate, it shall promptly notify the Placing Agent and the Company in writing;

33. that time shall be of the essence as regards its obligations to settle payment for the relevant Placing Shares and to comply with its other obligations under the Placing;  and

34. that the basis of allocation will be determined by the Company (after consulting with the Placing Agent and the Investment Adviser) at its absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing.

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and the Placing Agent (for its own benefit and, where relevant, the benefit of its Affiliates and any person acting on their behalf) and are irrevocable.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Canaccord Genuity 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 Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Canaccord Genuity in the event that any of the Company or Canaccord Genuity has incurred any such liability to stamp duty or stamp duty reserve tax.

In addition, Placees should note that they will be liable for any capital duty, 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 acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

All times and dates in this announcement may be subject to amendment.  The Placing Agent shall notify the Placees and any person acting on behalf of the Placees of any such changes.

Important Information

This Announcement contains Inside Information as defined under the Market Abuse Regulation (EU) No. 596/2014.

This announcement has been issued by the Company and is the sole responsibility of the Company.

This Announcement is for information purposes only and does not constitute an invitation to subscribe for or otherwise acquire or dispose of securities in the Company in any jurisdiction. The information contained in this Announcement is for background purposes only and does not purport to be full or complete. This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase any investments nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor.

No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity Limited or by any of its respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement and the information contained herein is not for publication, release or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which such an offer or solicitation is unlawful.

Shares in the Company have not been, nor will be, registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States, and accordingly may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act.  The Company has not been and will not be registered under the Investment Company Act and investors will not be entitled to the benefits of that Act.  In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan or South Africa and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the Ordinary Shares or the New Ordinary Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan or South Africa.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and is acting for no-one else in connection with the Placing.

InfraRed Capital Partners Limited, which is authorised and regulated in the United Kingdom by the FCA, acts as Investment Adviser to the Company and is acting for no-one else in connection with the Placing.

The rights and remedies of Canaccord Genuity and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to Canaccord Genuity:

(a)    if he is an individual, his nationality; or

(b)   if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

Capitalised terms not otherwise defined herein have the meaning given to them in the Prospectus.

Enquiries

InfraRed Capital Partners Limited Tony Roper Keith Pickard Harry Seekings	020 7484 1800
Canaccord Genuity Limited Sales Enquiries Dominic Waters Neil Brierley Will Barnett Robbie Robertson Gavin Tooke Corporate Enquiries David Yovichic Lucy Lewis Denis Flanagan	020 7523 8473 020 7523 8478 020 7523 8094 020 7523 8474 020 7523 8470 020 7523 8361 020 7523 8360 020 7523 8356
Tulchan Communications David Allchurch Latika Shah	020 7353 4200

 

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