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Thursday 11 October, 2018

Merian Chrysalis Inv

Publication of a Prospectus

RNS Number : 7792D
Merian Chrysalis Investment Co. Ltd
11 October 2018

The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, any member state of the European Economic Area (other than the United Kingdom), Canada, Australia, Japan or the Republic of South Africa.


For immediate release


This announcement is an advertisement and does not constitute a prospectus and investors must only subscribe for or purchase any shares referred to in this announcement on the basis of information contained the prospectus (the "Prospectus") published by Merian Chrysalis Investment Company Limited (the "Company") and not in reliance on this announcement. This announcement does not constitute and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or 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.


Merian Chrysalis Investment Company Limited

(the "Company")


Publication of Prospectus


11 October 2018: Further to the announcement on 10 September 2018, the Company has today published its Prospectus in connection with its initial placing, intermediaries offer and offer for subscription, and placing programme, and the proposed admission of its ordinary shares to the Premium Segment of the Official List and to trading on the Main Market of London Stock Exchange plc ("Admission").


The Company is targeting a raise of £200 million via an initial placing, intermediaries offer and offer for subscription (together the "Initial Issue") of ordinary shares of no par value in the capital of the Company (the "Ordinary Shares"). Following the Initial Issue, a twelve month placing programme for Ordinary Shares and/or C Shares will also be launched.


Liberum Capital Limited ("Liberum") is acting as sponsor, global co-ordinator and joint bookrunner and Zeus Capital Limited ("Zeus") is acting as joint bookrunner.


The Company's investment objective is to generate long-term capital growth through investing in a portfolio consisting primarily of equity or equity-related investments in unquoted companies.


Expected Timetable

The Prospectus outlines the expected timetable for the IPO as follows:


The Initial Issue


Latest time and date for receipt of Offer for Subscription Applications under the Offer for Subscription

11.00 a.m. on 31 October 2018

Latest time and date for receipt of completed application forms from the Intermediaries in respect of the Intermediaries Offer

3.00 p.m. on 31 October 2018

Latest time and date for receipt of commitments under the Initial Placing

11.00 a.m. on 1 November 2018

RNS announcement of the results of the Initial Issue

1 November 2018

Admission to the Premium Segment of the Official List and commencement of dealings in the Ordinary Shares on the Main Market of London Stock Exchange plc

8.00 a.m. on 6 November 2018

CREST accounts credited in respect of Ordinary Shares in uncertificated form                                                                                          

6 November 2018

Despatch of definitive share certificates for Ordinary Shares

Approximately two weeks following Admission

The Placing Programme


Placing Programme opens

8.00 a.m. on 6 November 2018

Admission to the Premium Segment of the Official List and commencement of dealings in shares issued pursuant to the Placing Programme on the Main Market of London Stock Exchange plc

8.00 a.m. on each day shares are issued pursuant to the Placing Programme

CREST accounts credited in respect of shares issued pursuant to the Placing Programme in uncertificated form

As soon as possible after 8.00 a.m. on each day shares are issued in uncertificated form pursuant to the Placing Programme

Dispatch of definitive share certificates for shares issued pursuant to the Placing Programme in certificated form (where applicable)*

Approximately one week following the issue of shares under the relevant Placing Programme

Latest date for Shares to be issued pursuant to the Placing Programme

10 October 2019


* Underlying Applicants who apply under the intermediaries offer for Ordinary Shares will not receive share certificates.

Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service                                                                                                                                                                                                                   


Publication of documents

The Prospectus will shortly be available for inspection at the National Storage Mechanism (, and also on the Company's website ( Copies of the Prospectus may also be obtained, free of charge during normal business hours on any weekday (bank and public holidays excepted) at the Company's registered office, 3rd Floor, 1 Le Truchot, St Peter Port, Guernsey, GY1 1WD and at the offices of the Company's Investment Adviser, Merian Global Investors (UK) Limited ("MGI"), Millennium Bridge House, 2 Lambeth Hill, London, United Kingdom, EC4P 4WR.


A copy of this announcement will be available on the Company's website at Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.


For further information please contact:


Media contacts:

Ged Brumby, Smithfield Consultants | 020 3047 2527

Olivia Evans, Smithfield Consultants


Global Co-ordinator, Bookrunner, Sponsor and Financial Adviser:

Liberum | 020 3100 2000

Gillian Martin, Andrew Davies, Christopher Britton

Joint Bookrunner:

Zeus | 020 3829 5000

John Goold, Rupert Woolfenden


Merian Global Investors:

MGI is a leading, independent, global asset management firm. It is focused on delivering strong investment performance and customer-focused investment solutions that result in positive long-term outcomes. The business had assets under management of £34.4 billion, as at 31 July 2018.


Further information on the Company can be found on its website at


The Company's LEI is: 213800F9SQ753JQHSW24


Save for expressions defined in this announcement, words and expressions defined in the Prospectus shall have the same meaning in this announcement.



Important Notice

This announcement which has been prepared by, and is the sole responsibility of, the Directors of the Company has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by MGI, which is authorised and regulated by the Financial Conduct Authority.


This announcement is an advertisement and does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to subscribe for, any shares in the Company 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 or act as any inducement to enter into, any contract therefor. Copies of the prospectus will be available from the registered office of the Company and on its website in due course.


Recipients of this announcement who are considering acquiring Ordinary Shares following publication of the prospectus are reminded that any such acquisition must be made only on the basis of the information contained in the prospectus which may be different from the information contained in this announcement. The subscription for Ordinary Shares is subject to specific legal or regulatory restrictions in certain jurisdictions. Persons distributing this announcement must satisfy themselves that it is lawful to do so. The Company assumes no responsibility in the event that there is a violation by any person of such restrictions.


This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.


Neither this announcement nor any copy of it may be: (i) taken or transmitted into or distributed in any member state of the European Economic Area (other than the United Kingdom), Canada, Australia or the Republic of South Africa or to any resident thereof, or (ii) taken or transmitted into or distributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.


This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts regarding the Company's investment strategy, financing strategies, investment performance, results of operations, financial condition, prospects and the dividend policies of the Company and the instruments in which it will invest. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, changes in general market conditions, legislative or regulatory changes, changes in taxation regimes or development planning regimes, the Company's ability to invest its cash in suitable investments on a timely basis and the availability and cost of capital for future investments. These factors include but are not limited to those described in the formal prospectus. These forward-looking statements speak only as at the date of this announcement.


The Company expressly disclaims 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 Listing Rules or Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.


Liberum Capital Limited and Zeus Capital Limited, each of which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting only for the Company in connection with the matters described in this announcement and are not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of each of them or advice to any other person in relation to the matters contained herein. Neither Liberum, Zeus nor any of its or their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.


Information to 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 MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, 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 the 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 Initial Issue and the Share Issuance Programme.


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 Ordinary Shares.


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


PRIIPS (as defined below)


ln accordance with the Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products ("PRIIPs") and its implementing and delegated acts (the "PRIIPs Regulation"), the Company has prepared a key information document (the "KID") in respect of the Ordinary Shares. The KID is made available by the Company to "retail investors" prior to them making an investment decision in respect of the Ordinary Shares at


If you are distributing Ordinary Shares, it is your responsibility to ensure that the KID is provided to any clients that are "retail clients". 


The Company is the only manufacturer of the Ordinary Shares for the purposes of the PRIIPs Regulation and none of Liberum, Zeus nor MGI are manufacturers for these purposes. None of Liberum, Zeus nor MGI makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by the Company nor accepts any responsibility to update the contents of the KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide the KID to future distributors of Ordinary Shares. Each of Liberum, Zeus nor MGI and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the key information documents prepared by the Company. Investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed.


The Company's home member state is the United Kingdom.


MGI 10_18_0047

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit

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