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Monday 26 October, 2020

Buffettology Smlr Co

IPO Update

RNS Number : 1200D
Buffettology Smaller Co. Inv. Trust
26 October 2020
 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR THEIR RESPECTIVE TERRITORIES OR POSSESSIONS, OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE INFORMATION CONTAINED HEREIN 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 IN ANY JURISDICTION.

 

Buffettology Smaller Companies Investment Trust PLC

("Buffettology" or the "Company")

IPO Update

Further to the announcement made by Buffettology Smaller Companies Investment Trust PLC on 30 September 2020 regarding the publication of the prospectus for the initial public offering of the Company (the "Initial Issue"), the Board of Directors announces that the Company has decided not to proceed with the Initial Issue at the current time.

The Company has received a broad level of support from a significant number of investors and has been encouraged with the response to the investment proposition, however, overall demand has not been sufficient to meet the Minimum Gross Proceeds set out in the prospectus published by the Company on 30 September 2020 (the "Prospectus").

All funds committed by investors pursuant to the Initial Issue shall be returned.

Terms used and not defined in this announcement bear the meanings given in the Prospectus.

 

Enquiries

Sanford DeLand Asset Management Limited

Alex Brotherston

0113 350 1820

 

Shore Capital (Sole Sponsor, Sole Bookrunner, Stockbroker and Intermediaries Offer Adviser)

Darren Vickers

 

020 7408 4090

 

 

LGBR Capital (Distribution Partner)

David Elliott

[email protected]

020 7071 3911

 

Share Communications (Press and Media)

Zoe Powell

[email protected]

020 7071 3932

07866 639 014

 

JTC (UK) Limited (Company Secretary)

Susan Fadil

[email protected]

0207 409 0181

 

Important Notice

This announcement (the "Announcement") is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively, the "United States"), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction where such distribution is unlawful, or to U.S. persons, as defined in Regulation S ("Regulation S") under the US Securities Act of 1933, as amended (the "Securities Act"). The distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement is not an offer to sell or a solicitation of any offer to buy  the Ordinary Shares in the United States, Australia, Canada, the Republic of South Africa, or Japan, or any of their respective territories or possessions, or in any other jurisdiction where such offer or sale would be unlawful. The Ordinary Shares have not been and will not be registered under the Securities Act 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 document has not been approved by any competent regulatory or supervisory authority.

In addition, the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended, and the recipient of this Announcement will not be entitled to the benefit of that act.

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

This Announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this Announcement except on the basis of information in the prospectus intended to be published by the Company in connection with the proposed initial public offering (the "IPO") (the "Prospectus"). In particular, prospective investors will be required to read and understand the section entitled "Risk Factors" in the Prospectus, once available.

The information in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness.

This Announcement does not constitute a recommendation concerning the IPO and n o 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. 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 Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

The Company has no trading history. Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance and prospective investors may not receive any return from the Company. Before purchasing any Ordinary Shares, persons viewing this Announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus. Information in this Announcement or any of the documents relating to the IPO cannot be relied upon as a guide to future performance. Potential investors should consult a professional adviser as to the suitability of the Ordinary Shares for the person concerned.

This Announcement may include statements that are, or may be deemed to be, "forward-looking statements". All statements other than statements of historical facts included in this Announcement, are forward-looking statements. Forward-looking statements are subject to risks and uncertainties. These forward-looking statements speak only as at the date of this Announcement and cannot be relied upon as a guide to future performance. The Company, SDL Limited and Shore Capital expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Prospectus Regulation Rules of the Financial Conduct Authority, the EU Market Abuse Regulation or other applicable laws, regulations or rules.

Shore Capital is authorised and regulated by the Financial Conduct Authority. Shore Capital is acting exclusively for the Company and no-one else in connection with this Announcement or any future transaction in connection with it. Shore Capital will not regard any other person as its client in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

The information and opinions contained in this Announcement are provided as at the date of the Announcement and are subject to change without notice. None of Shore Capital, the Company or SDL Limited, or any of their respective parents or subsidiary  undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers or any other person ("their respective affiliates") accepts (save where required by law) any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the Announcement) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith.

 

 

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