TIDMCHRY
RNS Number : 1183U
Chrysalis Investments Limited
01 December 2021
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as amended by The
Market Abuse (Amendment) (EU Exit) Regulations 2019. THIS
ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF CHRYSALIS INVESTMENTS LIMITED.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT. 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information contained in this announcement is restricted and is not
for publication, release or distribution in the United States of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, Canada,
Australia, Japan or the Republic of South Africa.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
1 December 2021
Chrysalis Investments Limited
(" Chrysalis " or the " Company ")
PrimaryBid Offer
The Company ( LON: CHRY ), is pleased to announce, a retail
offer via PrimaryBid (the "PrimaryBid Offer") of new ordinary
shares of no par value in the Company ("New Ordinary Shares") at an
issue price of 238 pence per New Ordinary Share (the "Issue
Price"). The Company is also conducting a placing of new Ordinary
Shares at the Issue Price (the "Placing") as announced earlier
today.
The Company was established to pursue a cross-over investing
strategy, allowing late-stage private-growth businesses to access a
different kind of capital, one that supports them to make the
transition to a listed environment.
Since raising GBP300 million in March 2021, the late-stage
private market has exhibited strong growth and Chrysalis has
continued to experience significant interest in its crossover
proposition. At the time of the fundraise, the Investment Adviser
outlined a strong pipeline of new investment and follow-on
opportunities and set an expectation of adding one to three new
units per annum.
Over the summer, origination into the Investment Adviser's new
investment pipeline was considerably stronger than predicted, such
that it has added five new investments to the portfolio since March
2021, significantly outperforming its earlier expectations. While
certain follow-ons were undertaken (for example, Starling, wefox
and THG), given the quality of the new investment cases, the
Investment Adviser chose to prioritise this channel over the
period.
The expected use of new funds is primarily to drive the
performance of existing assets in current portfolio companies via
certain follow-on investments. In addition, the current effective
number of investments is at the bottom end of the Investment
Adviser's target range of 15 to 20, offering the opportunity to
selectively add new holdings.
The PrimaryBid Offer and the Placing are conditional on the new
Ordinary Shares to be issued pursuant to the PrimaryBid Offer and
the Placing being admitted to trading on 15 December 2021
("Admission"). Admission is expected to be take place at 8.00 a.m.
on 15 December 2021 . The PrimaryBid Offer will not be completed
without the Placing also being completed.
PrimaryBid Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the PrimaryBid Offer by applying exclusively through
the PrimaryBid mobile app available on the Apple App Store and
Google Play. PrimaryBid does not charge investors any commission
for this service.
The PrimaryBid Offer, via the PrimaryBid mobile app, will be
open to individual and institutional investors from 1 December to
11 a.m. on 10 December 2021 . The PrimaryBid Offer may close early
if it is oversubscribed.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the PrimaryBid Offer without
giving any reason for such rejection.
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
vital to note that once an application for New Ordinary Shares has
been made and accepted via PrimaryBid, an application cannot be
withdrawn.
For further information on PrimaryBid or the procedure for
applications under the PrimaryBid Offer, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Company's existing Ordinary
Shares.
M aitland Administration (Guernsey) Limited
E laine Smeja / Aimee Gontier +44 (0) 1481 749364
PrimaryBid Limited enquiries@primarybid.com
Kieran D'Silva / James Deal
Details of the Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors over
several years. Given the longstanding support of retail
shareholders, the Company believes that it is appropriate to
provide retail and other interested investors the opportunity to
participate in the Offer. The Company is therefore making the
PrimaryBid Offer available exclusively through the PrimaryBid
mobile app.
The PrimaryBid Offer is offered under the exemptions against the
need for a prospectus allowed under the Prospectus Rules. As such,
there is no need for publication of a prospectus pursuant to the
Prospectus Rules, or for approval of the same by the Financial
Conduct Authority in its capacity as the UK Listing Authority. The
PrimaryBid Offer is not being made into any jurisdiction where it
would be unlawful to do so.
There is a minimum subscription of GBP250 per investor under the
terms of the Offer which is open to existing shareholders and other
investors subscribing via the PrimaryBid mobile app.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com . The terms and conditions on which the Offer is
made, including the procedure for application and payment for New
Ordinary Shares, is available to all persons who register with
PrimaryBid.
Important Notices
Persons distributing this Announcement must satisfy themselves
that is lawful to do so. This Announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
This Announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any New Ordinary Shares (i) in any
jurisdiction in which such offer, invitation or solicitation is not
authorised; (ii) in any jurisdiction in which the person making
such offer, invitation or solicitation is not qualified to do so;
or (iii) to any person to whom it is unlawful to make such offer,
invitation or solicitation. The distribution of this Announcement
and the offer of the New Ordinary Shares may be restricted by law.
Persons into whose possession this Announcement comes must
therefore inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
In particular, this Announcement may not be distributed,
forwarded to or transmitted in, into or from the United States,
Australia, Canada, Japan, South Africa, or any member state of the
European Economic Area ("EEA") or to any US person (as defined
under Regulation S of the US Securities Act of 1933, as amended
(the "US Securities Act")) ("US Person"). Any person within the
United States and any US person who obtains a copy of this
Announcement must disregard it. No action has been or will be taken
by the Company, PrimaryBid, or any of their affiliates, agents,
directors, officers or employees that would permit the offer of the
New Ordinary Shares or possession or distribution of this
Announcement in any jurisdiction where action for that purpose is
required. This Announcement must not be acted on or relied upon in
any member state of the EEA.
The New Ordinary Shares have not been, and will not be,
registered under the US Securities Act, or under any securities
laws of any state or other jurisdiction of the United States and
may not be offered, sold, 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, except pursuant to an
applicable exemption from the registration requirements of the US
Securities Act and in compliance with the securities laws of any
state or other jurisdiction of the United States. There will not be
any public offering of the New Ordinary Shares in the United
States.
This Announcement has been prepared on the basis that all offers
of New Ordinary Shares will be made pursuant to an exemption under
the UK Prospectus Regulation from the requirement to produce a
prospectus for offers of New Ordinary Shares. Accordingly, any
person making or intending to make any offer within the United
Kingdom for ordinary shares in the capital of the Company which are
not the subject of the PrimaryBid Offer contemplated in this
Announcement should only do so in circumstances in which no
obligation arises for the Company to produce a prospectus. The
Company has not authorised, nor do they authorise, the making of
any offer of New Ordinary Shares via the PrimaryBid Offer through
any financial intermediary.
All statements in this Announcement other than statements of
historical fact are, or may be deemed to be, "forward-looking
statements". In some cases, these forward-looking statements may be
identified by the use of forward-looking terminology, including the
terms "targets", "believes", "estimates", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology. They appear
in a number of places throughout the Announcement and include
statements regarding the intentions, beliefs or current
expectations of the Company and/or its Directors concerning, among
other things, the performance, results of operations, financial
condition, liquidity, prospects and dividend policy of the Company.
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. The Company's actual performance, result of
operations, financial condition, liquidity and dividend policy may
differ materially from the impression created by the
forward-looking statements contained in this Announcement. In
addition, even if the performance, results of statements contained
in this Announcement, those results or developments may not be
indicative of results or developments in subsequent periods.
Important factors that may cause these differences include, but are
not limited to, changes in economic conditions generally; changes
in interest rates and currency fluctuations; impairments in the
value of the Company's assets; legislative/regulatory changes;
changes in taxation regimes; the availability and cost of capital
for future expenditure; the availability of suitable financing.
Prospective investors should specifically consider the factors
identified in this Announcement which could cause actual results to
differ before making an investment decision. Any indication in this
Announcement of the price at which ordinary shares have been bought
or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended as a
profit forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company, as appropriate, for the current or future years
would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations
or free cash flow for the Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement. The New Ordinary Shares to
be issued or sold pursuant to the PrimaryBid Offer will not be
admitted to trading on any stock exchange other than the London
Stock Exchange.
Information to Distributors
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any manufacturer (for
the purposes of the UK MiFIR Product Governance Requirements) may
otherwise have with respect thereto, the shares the subject of the
Primary Bid Offer have been subject to a product approval process,
which has determined that such shares are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, as
defined in paragraphs 3.5 and 3.6 of the FCA Handbook Conduct of
Business Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, Distributors
should note that: (i) the price of the shares may decline and
investors could lose all or part of their investment; (ii) the New
Ordinary Shares offer no guaranteed income and no capital
protection; and (iii) 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.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Primary Bid Offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A of the FCA Handbook Conduct of
Business Sourcebook; 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 shares.
UK PRIIPs Regulation
In accordance with the UK version of Regulation (EU) No.
1286/2014 on key information documents for packaged retail and
insurance-based investment products, which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended (the
"UK PRIIPs Regulation"), a key information document (the "KID") in
respect of an investment in the Ordinary Shares has been prepared
by the Company and is available to investors at
www.chrysalisinvestments.co.uk.
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 UK PRIIPs Regulation and none of Liberum, Numis
Securities or Jupiter Investment Management Limited are
manufacturers for these purposes. None of Liberum, Numis Securities
or Jupiter Investment Management Limited 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 UK PRIIPs Regulation, to undertake any review processes in
relation thereto or to provide the KID to future distributors of
Ordinary Shares. Each of Liberum, Numis or Jupiter Investment
Management Limited 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.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com
before making a decision to subscribe for New Ordinary Shares.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.
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IOEFFFSILALIVIL
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