Proposed Placing

RNS Number : 9580P

Sequoia Economic Infra Inc Fd Ld

23 February 2021

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION

23 February 2021

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

Proposed Placing

Further to the announcement on 12 February 2021, the Board of Directors of SEQI (the "Board"), the specialist investor in economic infrastructure debt is pleased to announce a proposed placing to raise up to a maximum of £172.9 million of gross proceeds through the issue of up to 164,312,714 new ordinary shares in the capital of the Company ("New Ordinary Shares") at a price of 105.25 pence per New Ordinary Share (the "Placing").

Highlights:

· Placing of up to a maximum of 164,312,714 New Ordinary Shares at 105.25 pence per New Ordinary Share (the "Placing Price") by way of a Placing pursuant to the Company's authority, as approved by shareholders at its 2020 Annual General Meeting (the "AGM"), to issue up to 10% of its shares in issue (as at the AGM) on a non-pre-emptive basis;

· The Placing Price of 105.25 pence represents a 4.0% premium to the Company's unaudited NAV of 101.23 pence per Ordinary Share as at 29 January 2021 and a discount of 2.7% to the Company's closing share price of 108.20 pence per Ordinary Share on 22 February 2021;

· The Company continues to pay a cash-covered dividend of 6.25 pence per share per annum. Investors in the Placing will be entitled to receive the next quarterly dividend declared by the Company for the three-month period to 31 March 2021, which is expected to be declared in April 2021;

· In the period from 31 March 2020 to 31 January 2021 (being the date of the Company's last annual results and the most recent NAV), the NAV total return was 11.2% (13.4% on an annualised basis). This was driven in part by credit spreads tightening, which contributed about 5.2 pence per share to the NAV over that period;

· As at the date of this announcement, the Company had cash of approximately £64.9 million and outstanding drawings on its revolving credit facility of £208.7 million. The Company also had undrawn commitments valued at £114.6 million;

· The Investment Adviser continues to see a strong pipeline of economic infrastructure debt opportunities globally, with those in near term totaling in excess of £230m (probability-weighted). These opportunities are geographically diverse and include potential investments in data centres, electricity generation and supply and renewable energy. The pipeline of investments continues to strengthen the ESG credentials of the Company's portfolio;

· The proceeds from the Placing will be used to repay debt outstanding under the revolving credit facility to enable Sequoia Investment Management Company Limited (the "Investment Adviser") to subsequently re-draw the funds to deploy into the Company's pipeline of opportunities. 

Robert Jennings, Chairman of SEQI commented:

"The Board and the Investment Adviser have placed great emphasis on enhanced monitoring of the Company's portfolio of private debt investments, following the significant dislocation in market immediately following our equity issue in March of last year. Over this period our portfolio has shown pleasing resilience and has benefitted from an intentionally high allocation to defensive sectors such as telecommunications, utilities and renewables. With spreads narrowing our NAV has continued to recover and we have been able to sustain our dividend payout at 6.25p per year on a fully cash covered basis.

With our Investment Adviser now seeing opportunities to generate attractive risk weighted returns, the Board has decided that it is a sensible moment for us to raise a modest amount of new equity".

Jefferies International Limited ("Jefferies") is acting as sole global coordinator, financial adviser and bookrunner to the Company in connection with the Placing.

Trading update

As at 29 January 2021, the Company's invested portfolio was comprised of 64 private debt investments and 11 infrastructure bonds across 8 sectors and 28 sub-sectors. It had an annualised yield-to-maturity (or yield-to-worst in the case of callable bonds) of 8.8% and a cash yield of 5.6%. Based on the Investment Adviser's analysis of the Company's current portfolio, SEQI's annual dividend remains fully cash covered, net of all expenses (estimated at 1.03x for calendar year 2020). While the events of 2020 saw the current level of loans not paying cash interest ("PIK loans") rise to 20.4% currently from a typical range of 10 - 15%, the Investment Adviser expects the number of PIK loans to decrease throughout 2021, increasing dividend cash cover and capturing increased economics from the PIK terms. The typical level of PIK loans relates primarily to loans to assets in construction but also to some subordinated loans that are contractually designed to partially or fully PIK. Moreover, some interest income which fell to be reported as PIK income has subsequently been received in cash, albeit sometime after the due date.

As at 29 January 2021, the weighted average portfolio life was approximately 4.4 years, private debt investments represented 95% of the total portfolio and 61% of the portfolio comprised floating rate assets. The weighted average purchase price of the Company's investments was 97.4% of par. Investments which are pre-operational represented 8.1% of total assets.

Portfolio Composition (as at 29 January 2021)
By Sector
Transport	18.4%
TMT	15.0%
Power	13.3%
Transport assets	13.2%
Renewables	11.3%
Accommodation	10.5%
Utility	8.7%
Other	9.6%
By Geography
North America	46%
Europe	29%
UK	19%
Australia / New Zealand	6%

As at 29 January 2021, approximately 97.0% of the Company's NAV consisted of either Sterling assets or was hedged into Sterling. The Company has adequate resources to cover margin calls on its hedging book.

Environmental, Social and Governance ("ESG")

As part of its sustainability strategy, SEQI has established a number of appropriate ESG policies which it takes into account at all stages of its investment process. The principles behind its ESG programme are the United Nations Principles for Responsible Investment, to which the Investment Adviser is a signatory. Climate change and carbonisation of the World's atmosphere naturally impacts the Company's credit assessment processes but also impacts the way the Company believes it should deploy capital. In 2020, the Investment Adviser achieved all of the goals set by the Company in relation to the adoption and implementation of a comprehensive ESG programme, as a result of which the ESG score of the portfolio is on an upward trend.

Details 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 minimises potential cash drag;

· allows for the introduction of new capital to be deployed in sectors where the Investment Adviser view the risk and return parameters as attractive;  

· 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;

· will result in NAV per share accretion by issuing the New Ordinary Shares at a price greater than NAV per share (after the deduction of costs);

· 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.

The Placing will be undertaken under the Company's general authority as approved by shareholders at the AGM, representing an aggregate amount of less than 10% of the ordinary shares in issue (as at the date of the AGM). A maximum of 164,312,714 New Ordinary Shares will be issued under the Placing.

Application will be made to the Financial Conduct Authority and the London Stock Exchange for all of the New Ordinary Shares issued pursuant to the Placing to be admitted to the premium segment of the Official List and to trading on the Main Market.

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 Jefferies. The decision to allot any New Ordinary Shares to any Qualified Investors shall be at the discretion of the Company and Jefferies. The Company reserves the right, after consultation with Jefferies 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 Ordinary 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 per existing Ordinary Share (after taking into account costs of the Placing).

Expected Timetable

Placing opens and pricing announced	07:00 a.m. on 23 February 2021
Latest time and date for applications under the Placing	12:00 p.m. (noon) on 2 March 2021
Results of the Placing announced	07:00 a.m. on 3 March 2021
Admission of the New Ordinary Shares to the Official List and commencement of dealings on the London Stock Exchange	08:00 a.m. on 5 March 2021

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

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. 

Investors should note that the Company's NAV for the period ended 29 January 2021 has not been audited. 

The information contained in this announcement constitutes 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:
Sequoia Investment Management Company	[phone]
Steve Cook Dolf Kohnhorst Randall Sandstrom Greg Taylor
Jefferies International Limited	[phone]
Neil Winward Gaudi Le Roux
Tulchan Communications (Financial PR)	[phone]
Martin Pengelley Elizabeth Snow Laura Marshall
Praxis Fund Services Limited (Company Secretary)	[phone]
Matt Falla Katrina Rowe

About Sequoia Economic Infrastructure Income Fund Limited

The Company is a Guernsey registered closed-ended investment company that seeks to provide investors with regular, sustained, long-term distributions and capital appreciation from a diversified portfolio of senior and subordinated economic infrastructure debt investments. The Company is advised by Sequoia Investment Management Company Limited.

Important Notices

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

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

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

This communication is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors").  For the purposes of this provision, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In the United Kingdom, this communication is being distributed only to, and is directed only at, "qualified investors" (as defined in the UK version of the Prospectus Regulation, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time)): (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").  Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in any member state of the European Economic Area who are not Qualified Investors or in the United Kingdom by persons who are not relevant persons.

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

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

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

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

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

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

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

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

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction.  This announcement does not constitute a recommendation regarding any securities.

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

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

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

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

Appendix 1

1  INTRODUCTION

Defined terms used in these Terms and Conditions and not otherwise defined shall have the meanings ascribed to them in the announcement of the Company with respect to the Placing, dated 23 February 2021 (the "Announcement").

The following definitions apply to these Terms and Conditions:

"DP Law"	the Data Protection (Bailiwick of Guernsey) Law 2017 and, to the extent applicable, the General Data Protection Regulation and the data protection and privacy laws of any other country providing equivalent protections to data subjects as the General Data Protection Regulation and any laws implementing or supplementing the same
"EEA"	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 of the European Union, as may be modified, supplemented or replaced
"EEA Prospectus Regulation"	Regulation (EU) 2017/1129 as amended and includes any relevant implementing measure in each member state of the EEA
"ERISA"	the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time
"EU AIFM Directive"	Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers, as amended from time to time
"Excluded Territories"	Canada, Japan, Australia, New Zealand, the Republic of South Africa and (subject to certain exceptions) the United States 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 Territory" shall mean any of them
"FCA"	Financial Conduct Authority
"FSMA"	the Financial Services and Markets Act 2000 of the United Kingdom, as amended
"General Data Protection Regulation"	the EU General Data Protection Regulation 2016/679 or any successor legislative measure that is substantively comparable to it
"QIB"	a "qualified institutional buyer" as defined in Rule 144A under the U.S. Securities Act
"Qualified Purchaser"	a "qualified purchaser" as defined in Section 2(a)(51) of the U.S. Investment Company Act
"Regulation D"	Regulation D promulgated under the U.S. Securities Act
"Regulation S"	Regulation S promulgated under the U.S. Securities Act
"Market Abuse Regulation"	the UK version of Regulation (EU) No 596/2014 of the European Parliament and of the Council on 16 April 2014 on market abuse, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018
"Privacy Notice"	the Company's privacy notice setting out information on how the Company collects and processes personal data in connection with holdings and/or investments in the Company and outlining data protection rights under the DP Law, which is available on the Company's website at www.seqifund.com
"Similar Law"	any federal, state, local or non-U.S. law that regulates the investments of a governmental plan, church plan or non-U.S. plan in a manner similar to ERISA and the U.S. Tax Code
"UK Prospectus Regulation"	the UK version of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Prospectus (Amendment, etc) (EU Exit) Regulations 2019
"U.S. Investment Company Act"	the U.S. Investment Company Act of 1940, as amended
"U.S. Investor Letter"	an investor representations letter in the form agreed between the Company and Jefferies
"U.S. Person"	has the meaning given in Regulation S
"U.S. Plan Asset Regulations"	the regulations promulgated by the U.S. Department of Labour at 29 CFR 2510.3-101, as modified by section 3(42) of ERISA
"U.S. Plan Investor"	any person that is, or is using the assets of: (i) an "employee benefit plan" that is subject to Part 4 of Title I of ERISA; (ii) a "plan" to which Section 4975 of the U.S. Tax Code applies; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements by reason of a plan's investment in the entity. In addition, if an investor is a governmental plan, church plan that has not made an election under Section 410(d) of the U.S. Tax Code, or non-U.S. plan that is subject to any federal, state, local or non-U.S. law that regulates its investments, its purchase, holding, and disposition of the New Ordinary Shares must not constitute or result in a violation of any such Similar Law that prohibits or imposes an excise or penalty tax on the purchase of the New Ordinary Shares
"U.S. Securities Act"	the U.S. Securities Act of 1933, as amended
"U.S. Tax Code"	the U.S. Internal Revenue Code of 1986, as amended

The New Ordinary Shares that are the subject of the Placing are not being offered or sold to any person in the EEA, 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.

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

Members of the public are not eligible to take part in the Placing.  These Terms and Conditions 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 Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons").  These terms and conditions must not be acted on or relied on by persons who are not Relevant Persons.  Any investment or investment activity to which these Terms and Conditions relate is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Each Placee should consult with its own advisers as to legal, tax, business and related aspects of an investment in new ordinary shares.  The price of the New Ordinary 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 Ordinary Shares.

1.1  Placees will be deemed to have read and understood the 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 these Terms and Conditions. In particular, each such Placee represents, warrants and acknowledges that:

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

(b)  in the case of any New Ordinary Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EEA Prospectus Regulation or UK Prospectus Regulation (as the case may be): (i) the New Ordinary 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 the UK or any member state of the EEA other than Qualified Investors or in circumstances in which the prior consent of Jefferies has been given to the offer or resale; or (ii) where New Ordinary Shares have been acquired by it on behalf of persons in the UK or any member state of the EEA other than Qualified Investors, the offer of those New Ordinary Shares to it is not treated under the UK Prospectus Regulation or EEA Prospectus Regulation (as the case may be) as having been made to such persons; and/or

(c)  if the Placee is located outside of the United States, (i) it is neither a U.S. Person nor a U.S. Plan Investor and is not acquiring the New Ordinary Shares for the account or benefit of a U.S. Person or a U.S. Plan Investor, (ii) it is acquiring the New Ordinary Shares in an "offshore transaction" meeting the requirements of Regulation S and not with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any New Ordinary Shares into the United States, and (iii) the New Ordinary Shares were not offered to it by means of any "directed selling efforts" as defined in Regulation S; and/or

(d)  if the Placee is located in the United States or is a U.S. Person, it and any accounts it represents: (i) is a QIB and Qualified Purchaser and not a U.S. Plan Investor and will sign and return a U.S. Investor Letter to the Company and Jefferies prior to confirmation of its allocation in the Placing, (ii) any New Ordinary Shares it acquires will be for its own account (or for the account of a QIB that is also a Qualified Purchaser and not a U.S. Plan Investor for which it exercises sole investment discretion) for investment purposes and not with a view to resale or distribution within the meaning of the U.S. securities laws, and (iii) the New Ordinary Shares have not been offered to it by means of any "general solicitation" or "general advertising" within the meaning of Regulation D nor by means of any "directed selling efforts" as such term is defined in Regulation S.

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

1.2  The Announcement 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 Ordinary Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. Subject to certain exceptions, the Announcement 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. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

1.3  In particular, the New Ordinary Shares have not been and will not be registered under the U.S. 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, into or within the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from the registration requirements of the U.S. 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 violate the transfer restrictions set forth in these terms and conditions or result in the Company being in violation of the U.S. Investment Company Act.

1.4  The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the New Ordinary 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 Ordinary 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.

2  DETAILS OF THE PLACING

2.1  Jefferies has entered into a placing agreement with the Company and the Investment Adviser (the "Placing Agreement") under which Jefferies 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 Ordinary Shares at the Placing Price.

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

2.3  The Company (after consultation with Jefferies and the Investment Adviser) reserves the right to scale back the number of New Ordinary Shares to be subscribed by any Placee in the event of applications in excess of the maximum amount under the Placing.  The Company and Jefferies also reserve the right not to accept any offers to subscribe for New Ordinary Shares or to accept such offer in part rather than in whole.  Jefferies 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 Jefferies nor any holding company of Jefferies nor any subsidiary branch or affiliate of Jefferies (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 Jefferies, 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 Placees in respect of any New Ordinary Shares.

2.4  Each Placee's obligations will be owed to the Company and to Jefferies.  Following the oral confirmation referred to below in paragraph 5, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Jefferies, to pay to Jefferies (or as Jefferies may direct) in cleared funds an amount equal to the product of the Placing Price and the number of New Ordinary Shares which such Placees has agreed to acquire.

2.5  Each Placee agrees to indemnify on demand and hold each of Jefferies, the Company, International Fund Management Limited(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.

2.6  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 in paragraph 6 below.

3  APPLICATION FOR ADMISSION TO TRADING

Application will be made to the FCA and the London Stock Exchange plc for Admission of any New Ordinary Shares issued pursuant to the Placing.  It is expected that settlement of any such New Ordinary Shares and Admission will become effective on or around 8.00 a.m. on 5 March 2021 and that dealings in the New Ordinary Shares issued pursuant to the Placing will commence at that time. 

4  PAYMENT FOR SHARES

Each Placee must pay the Placing Price for the New Ordinary Shares issued to the Placee in the manner and by the time directed by Jefferies.  If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for New Ordinary Shares shall at Jefferies' discretion either be rejected or accepted in which case paragraph 7.5 below shall apply to such application.

5  PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING

5.1  Jefferies (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 Ordinary Shares.

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

5.3  Each Placee's allocation will be confirmed to Placees orally by Jefferies, and a trade confirmation 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 Jefferies and the Company, under which it agrees to acquire the number of New Ordinary Shares allocated to it at the Placing Price on the basis of these Terms and Conditions and in accordance with the Company's articles of incorporation (the "Articles").

5.4  Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all New Ordinary Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under paragraph 7.

5.5  All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below in paragraph 6 and to the Placing not being terminated pursuant to the Placing Agreement.

5.6  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.

5.7  To the fullest extent permissible by law, none of the Company, Jefferies 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, Jefferies or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Jefferies' conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the New Ordinary Shares to the Placees and Jefferies shall have no liability to the Placees for the failure of the Company to fulfil those obligations.

6  CONDITIONS OF THE PLACING

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

6.2  Jefferies' obligations under the Placing Agreement in respect of the New Ordinary Shares are conditional on, inter alia, Admission occurring and becoming effective by 8.00 a.m. (London time) on 5 March 2021 (or such later time and/or date as the Company, the Investment Adviser and Jefferies may agree (not being later than 5 April 2021);

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

6.4  Subject to certain exceptions, Jefferies may, at its absolute discretion and upon such terms as it thinks fit, waive, or extend the period 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.

6.5  Neither Jefferies 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 Jefferies.

7  REGISTRATION AND SETTLEMENT

7.1  Settlement of transactions in the New Ordinary Shares (ISIN: GG00BV54HY67) following Admission will take place within CREST provided that, subject to certain exceptions, Jefferies reserves the right to require settlement for, and delivery of, the New Ordinary 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 the Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

7.2  Each Placee allocated New Ordinary Shares in the Placing will be sent a trade confirmation stating the number of New Ordinary Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Jefferies (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 Jefferies.

7.3  It is expected that settlement in respect of the New Ordinary Shares issued pursuant to the Placing will be on or around 5 March 2021 on a T+2 basis in accordance with the instructions set out in the trade confirmation. 

7.4  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 Jefferies.

7.5  Each Placee is deemed to agree that, if it does not comply with these obligations, Jefferies may sell any or all of the New Ordinary Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Jefferies' 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 Jefferies 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 Ordinary Shares on such Placee's behalf.  By communicating a bid for New Ordinary Shares, each Placee confers on Jefferies all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Jefferies lawfully takes in pursuance of such sale.

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

7.7  Insofar as New Ordinary 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 Ordinary 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. 

8  REPRESENTATIONS, WARRANTIES AND FURTHER TERMS

8.1  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 Jefferies, namely that, each Placee (and any person acting on such Placee's behalf):

(a)  represents and warrants that it has read and understood the Announcement including these Terms and Conditions, in its entirety and that its subscription of New Ordinary Shares is subject to, and based upon, all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;

(b)  acknowledges that none of Jefferies, the Company, 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 Ordinary Shares or the Company; nor has it requested any of Jefferies, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

(c)  acknowledges that the Announcement is exclusively the responsibility of the Company, and that none of Jefferies, 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 the Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in the Announcement or otherwise.  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 in deciding to participate in the Placing and it will not rely on any investigation that Jefferies, its Affiliates or any other person acting on its or their behalf has or may have conducted;

(d)  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;

(e)  acknowledges that Jefferies 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 the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Jefferies is not acting for it or its clients and that Jefferies will not be responsible for providing protections to it or its clients;

(f)  acknowledges that none of Jefferies, 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 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;

(g)  that, save in the event of fraud on the part of Jefferies (and to the extent permitted by the FCA), neither Jefferies, 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 Jefferies' 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 you may have in respect thereof;

(h)  if located outside of the United States: (i) it is not a U.S. Person and is not acquiring the New Ordinary Shares for the account or benefit of a U.S. Person, (ii) it is acquiring the New Ordinary Shares in an "offshore transaction" meeting the requirements of Regulation S and not with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any New Ordinary Shares into the United States, and (iii) the New Ordinary Shares were not offered to it by means of any "directed selling efforts" as defined in Regulation S;

(i)  if located in the United States or is a U.S. Person, it and any accounts it represents: (i) is a QIB and Qualified Purchaser and not a U.S. Plan Investor and will sign and return a US Investor Letter to the Company and Jefferies prior to confirmation of its allocation in the Placing, (ii) any Ordinary Shares it acquires will be for its own account (or for the account of a QIB that is also a Qualified Purchaser and not a U.S. Plan Investor for which it exercises sole investment discretion) for investment purposes and not with a view to resale or distribution within the meaning of the U.S. securities laws, and (iii) the Ordinary Shares have not been offered to it by means of any "general solicitation" or "general advertising" within the meaning of Regulation D nor by means of any "directed selling efforts" as such term is defined in Regulation S;

(j)  acknowledges that the New Ordinary Shares have not been and will not be registered under the U.S. Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States.  It further: (i) understands that the New Ordinary Shares may not be reoffered, resold, pledged or otherwise transferred to any U.S. Plan Investor; (ii) agrees that if in the future it decides to offer, resell, pledge or otherwise transfer any of the Ordinary Shares, such Ordinary Shares may be offered, resold, pledged or otherwise transferred only (A) in an offshore transaction (as defined in Regulation S under the Securities Act) complying with the provisions of Rule 903 or Rule 904 of Regulation S to a person outside the United States and not known to it to be a U.S. Person, by pre-arrangement or otherwise or (B) to the Company; and (iii) understands that the New Ordinary Shares may not be deposited into any unrestricted American depositary receipt facility in respect of the New Ordinary Shares established or maintained by a depositary bank;

(k)  the Company has not undertaken to determine whether it was a passive foreign investment company ("PFIC") for U.S. federal income tax purposes for any prior taxable year, for the current year, or whether it is likely to be so treated for future years, and neither the Company nor Jefferies makes any representation or warranty with respect to the same.  It further understands and acknowledges that it may be subject to adverse U.S. federal income tax consequences as a result of the Company's PFIC status, and it agrees that it will seek its own independent specialist advice with respect to the U.S. tax consequences of its interest in the New Ordinary Shares;

(l)  it acknowledges that the Company reserves the right to make inquiries of any holder of the New Ordinary Shares or interests therein at any time as to such person's status under ERISA, the U.S. Tax Code and the U.S. federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not result in application of the U.S. Plan Asset Regulations, or violate or require registration under the U.S. securities laws to transfer such New Ordinary Shares or interests in accordance with the Articles;

(m)  it acknowledges that the Company has not registered under the U.S. Investment Company Act and consequently investors will not be entitled to the benefits and protections of the U.S. Investment Company Act and that the Company has put in place transfer restrictions on the New Ordinary Shares to ensure that the Company will not violate the U.S. Investment Company Act.  Neither the Investment Manager nor the Investment Adviser is registered as an investment adviser under the U.S. Investment Advisers Act and consequently investors will not be entitled to the benefits and protections of the U.S. Investment Advisers Act;

(n)  unless otherwise specifically agreed in writing with Jefferies, represents and warrants that neither it nor the beneficial owner of such New Ordinary Shares will be a resident of Excluded Territories;

(o)  acknowledges that the New Ordinary 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;

(p)  represents and warrants that the issue to it, or the person specified by it for registration as holder, of New Ordinary 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 Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer New Ordinary Shares into a clearance system;

(q)  represents and warrants that: (i) it has complied with and will continue to comply with its obligations under the Market Abuse Regulation, Criminal Justice Act 1993 and Part VIII of the 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 2007 and the Money Laundering Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; 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 United Kingdom, 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 Jefferies such evidence, if any, as to the identity or location or legal status of any person which Jefferies 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 Jefferies on the basis that any failure by it to do so may result in the number of New Ordinary 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 Jefferies may decide at its sole discretion;

(r)  represents and warrants that it has not offered or sold and will not offer or sell any New Ordinary 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 EEA Prospectus Regulation (including any relevant implementing measure in any member state of the EEA);

(s)  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 Ordinary Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

(t)  represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the New Ordinary Shares in, from or otherwise involving, the United Kingdom;

(u)  if in a member state of the EEA, unless otherwise specifically agreed with Jefferies in writing, represents and warrants that it is a Qualified Investor within the meaning of the EEA Prospectus Regulation;

(v)  if in the United Kingdom, unless otherwise specifically agreed with Jefferies in writing, represents and warrants that it is a Qualified Investor within the meaning of the UK Prospectus Regulation;

(w)  if in the United Kingdom, represents and warrants that it is a person: (i) who has professional experience in matters relating to investments falling within Article 19(1) of the Order; (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc.") of the Order; or (iii) to whom details of the Placing may otherwise be lawfully communicated;

(x)  if it is a professional investor (as such term is given meaning in the EU AIFM Directive) resident, domiciled in, or with a registered office in the EEA, it confirms that the New Ordinary Shares have only been promoted, offered, placed or otherwise marketed to it, and the subscription will be made from, (a) a country outside the EEA; (b) a country in the EEA that has not transposed the EU AIFM Directive as at the date of the Placee's commitment to subscribe is made; or (c) a country in the EEA in respect of which the Investment Manager has confirmed that it has made a relevant national private placement regime notification and is lawfully able to market New Ordinary Shares into that EEA county;

(y)  represents and warrants that it and any person acting on its behalf is entitled to acquire the New Ordinary 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 and will honour such obligations;

(z)  where the Placee is acting in its capacity as a discretionary investment manager on behalf of its underlying clients (who include individuals and/or retail clients), then it is the Placee, as the discretionary investment manager, that is to be regarded as the Placee for the purpose of the Placing and not the underlying client;

(aa)  undertakes that it (and any person acting on its behalf) will make payment for the New Ordinary Shares allocated to it on the due time and date set out in the Announcement, failing which the relevant New Ordinary Shares may be placed with other subscribers or sold as Jefferies may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Jefferies on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such New Ordinary 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 these terms and conditions) which may arise upon the placing or sale of such Placee's New Ordinary Shares on its behalf;

(bb)  acknowledges that none of Jefferies, 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 Jefferies and that Jefferies 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;

(cc)  undertakes that the person whom it specifies for registration as holder of the New Ordinary Shares will be: (i) itself; or (ii) its nominee, as the case may be.  Neither Jefferies 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 Jefferies in respect of the same on the basis that the New Ordinary Shares will be allotted to the CREST stock account of Jefferies who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

(dd)  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 Ordinary Shares (together with any interest chargeable thereon) may be taken by the Company or Jefferies 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;

(ee)  acknowledges that time shall be of the essence as regards to obligations pursuant to these Terms and Conditions;

(ff)  agrees that the Company, Jefferies 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 Jefferies on its own behalf and on behalf of the Company and are irrevocable;

(gg)  agrees to indemnify on an after-tax basis and hold the Company, Jefferies and its 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 these Terms and Conditions and further agrees that the provisions of these Terms and Conditions shall survive after completion of the Placing;

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

(ii)  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 Ordinary 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;

(jj)  acknowledges that its commitment to subscribe for New Ordinary Shares on the terms set out herein and in the trade confirmation 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;

(kk)  acknowledges that Jefferies 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;

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

(mm)  if it is acting as a "distributor" (for the purposes of the Product Governance Requirements):

(i)  it acknowledges that the target market assessment (the "Target Market Assessment") undertaken by the Investment Adviser and Jefferies does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the Product Governance Requirements; 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 Ordinary Shares, and each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels;

(ii)  notwithstanding any Target Market Assessment undertaken by the Investment Adviser and Jefferies, it confirms that it has satisfied itself as to the appropriate knowledge, whom it plans to distribute the New Ordinary Shares and that it has considered the compatibility of the risk/reward profile of such New Ordinary Shares with the end target market;

(iii)  it acknowledges that the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary 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; and

(iv)  it acknowledges that Jefferies is acting for the Company in connection with the Placing and for no-one else and that it will not treat the Placee as its customer by virtue of such application being accepted or owe it any duties or responsibilities concerning the price of the New Ordinary Shares or concerning the suitability of the New Ordinary Shares for it or be responsible to it for the protections afforded to their customers.

8.2  The representations, warranties, acknowledgments and undertakings contained in these Terms and Conditions are given to Jefferies and the Company and are irrevocable and shall not be capable of termination in any circumstances.

8.3  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 Ordinary Shares in question.  Such agreement assumes that the New Ordinary Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the New Ordinary Shares into a clearance service.  If there are any such arrangements, or the settlement relates to any other subsequent dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Jefferies 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 Ordinary 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 Jefferies in the event that any of the Company and/or Jefferies 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 Jefferies accordingly.

8.4  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 United Kingdom by them or any other person on the subscription by them of any New Ordinary Shares or the agreement by them to subscribe for any New Ordinary Shares.

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

8.6  When a Placee or person acting on behalf of the Placee is dealing with Jefferies, any money held in an account with Jefferies 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 Jefferies' money in accordance with the client money rules and will be used by Jefferies in the course of its own business and the Placee will rank only as a general creditor of Jefferies.

8.7  All times and dates in the Announcement may be subject to amendment.  Jefferies shall notify the Placees and any person acting on behalf of the Placees of any changes.

8.8  Jefferies 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.

9  DATA PROTECTION

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

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

9.3  Information provided by it to the Company or Computershare Investor Services (Guernsey) Limited (the "Registrar") will be stored both on Praxis Fund Services Limited's (the "Company Secretary") and the Registrar's computer system and manually.  It acknowledges and agrees that for the purposes of the DP Law the Company and the Registrar are each required to specify the purposes for which they will hold personal data.

9.4  Each of the Company and its service providers shall:

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

(b)  comply with any DP Law applicable to the collection and processing of the personal data; and

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

9.5  Where personal data is shared by the Placee with the Company or its agents pursuant to this document, the Placee shall ensure that its disclosure or transfer of personal data to the Company is in accordance with the Placee's obligations under DP Law.  In addition, the Placee represents and warrants in respect of its disclosure or transfer of personal data to the Company that there is no prohibition or restriction in relation to the Company's use thereof which would:

(a)  prevent or restrict it from disclosing or transferring the personal data to the relevant recipient;

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

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

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

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

9.8  The Placee will also ensure that it has obtained any necessary consents from any of its affiliates', representatives, employees, beneficial owners, agents or subcontractors in order for Jefferies to carry out anti-money laundering checks.

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

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

Information for Distributors

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 "MiFID II 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 Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail and 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, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in Ordinary 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, Jefferies will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of 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 Ordinary Shares pursuant to the Placing.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

 

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