TIDMCORD
RNS Number : 2132Z
Cordiant Digital Infrastructure Ltd
20 May 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE OF
THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
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)
20 May 2021
LEI: 213800T8RBBWZQ7FTF84
Cordiant Digital Infrastructure Limited
( LON : CORD )
PrimaryBid Offer
T he Board of Cordiant Digital Infrastructure Limited (the
"Company" or " CORD "), is pleased to announce an offer for
subscription via the PrimaryBid platform (the "PrimaryBid Offer")
of C Shares at the issue price of 100 pence per C Share (the "Issue
Price").
As separately announced on 17 May 2021, the Company is also
conducting a non pre-emptive placing of C Shares (the "C Share
Placing") under the Company's existing placing programme pursuant
to the prospectus published by the Company on 29 January 2021 (the
"Prospectus").
Full details on the terms of the C Shares is set out in the
Company's announcement released on 17 May 2021 and in the
Prospectus.
PrimaryBid Offer
Private investors, who are either professionally advised or
financially sophisticated, may 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, which is being made by the Company via the
PrimaryBid mobile app, is now open and will close at 12.00 noon on
8 June 2021 . The PrimaryBid Offer may close early if it is
oversubscribed.
There is a minimum subscription of GBP500 per investor under the
terms of the PrimaryBid Offer which is open to private investors
who are either professionally advised or financially sophisticated.
The Company reserves the right to scale back any order at its
absolute discretion. The Company and PrimaryBid each also reserve
the right to reject any application for subscription under the
PrimaryBid Offer without giving any reason for such rejection.
The PrimaryBid Offer is offered under the exemptions against the
need for a prospectus allowed under the Prospectus Regulation
Rules. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules, or for approval of the
same by the FCA. The PrimaryBid Offer is only being made in the
UK.
No commission will be charged to investors on applications to
participate in the PrimaryBid Offer. It is important to note that
once an application for C Shares has been made and accepted via
PrimaryBid, it cannot be withdrawn.
The C Share Placing is conditional, inter alia, on the C Shares
being admitted to trading on the Specialist Fund Segment of the
Main Market of the London Stock Exchange ("Admission"). Subject to
Admission becoming effective, it is expected that settlement of
subscriptions by placees in respect of the C Shares and trading in
the C Shares will commence at 8.00 a.m. BST on Thursday, 10 June
2021, or such later time and/or date as may be announced by the
Company after the close of the C Share Placing.
The terms and conditions on which the PrimaryBid Offer is made,
including the procedure for application and payment for C Shares,
is available at www.PrimaryBid.com.
Cordiant Digital Infrastructure Management
Ltd +44 (0) 207 201
Stephen Foss, Investor Relations 7546
PrimaryBid Limited enquiries@primarybid.com
James Deal
Fahim Chowdhury
This Announcement should be read in its entirety. In particular,
the information provided in the "Important Notices" section of this
Announcement should be read and understood. Unless otherwise
defined, capitalised terms used in this Announcement shall have the
same meaning as set out in the Prospectus.
Important Notices
This Announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any C
Shares referred to in this Announcement only on the basis of
information contained in the Prospectus and not in reliance on this
Announcement. Copies of the Prospectus are, subject to any
applicable law, available for viewing at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website.
This Announcement is not an offer to sell or a solicitation of
any offer to buy the C Shares in the Company in the United States,
Australia, Canada, the Republic of South Africa, Japan, or any
member state of the European Economic Area 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
U.S. Investment Company Act of 1940 (the "Investment Company Act")
and, as such, holders of the C Shares will not be entitled to the
benefits of the Investment Company Act. No offer, sale, resale,
pledge, delivery, distribution or transfer of the C 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.
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 C Shares or the Ordinary Shares into which they will
convert.
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 this Announcement 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
Manager 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. This Announcement has not been approved by any competent
regulatory or supervisory authority.
The Company has a limited 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 returns set out in this
Announcement are targets only. There is no guarantee that any
returns set out in this Announcement 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.
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 Manager 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, unless otherwise
agreed with the Company, the Company's 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.
In accordance with the UK version of 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 and its implementing and
delegated acts, which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended by The Packaged Retail and
Insurance-based Investment Products (Amendment) (EU Exit)
Regulations 2019, the Key Information Document relating to the C
Shares is available to investors at
www.cordiantdigitaltrust.com.
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 C 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.
It should be noted that a subscription for C Shares and
investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for C Shares. Investors should take
independent advice from a person experienced in advising on
investment in securities such as the C Shares if they are in any
doubt.
END
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END
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