TIDMDIGS
RNS Number : 7398Y
GCP Student Living PLC
13 May 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, CANADA, JAPAN AUSTRALIA, NEW ZEALAND,
THE REPUBLIC OF SOUTH AFRICA AND OTHER EXCLUDED TERRITORIES OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL
Proposed Placing
GCP Student, the UK's first REIT focused on student residential
assets, today announces a placing of new ordinary shares (the
"Placing" and the "Placing Shares" respectively"). The Placing will
be conducted under the Company's existing shareholder authorities
granted at the Company's annual general meeting held on 6 November
2018.
The Placing Price will be 162.50 pence per Placing Share, which
represents a 2.47 pence premium to the Company's prevailing EPRA
net asset value (ex-income) of 160.03 pence per ordinary share.
The Placing is expected to close on 30 May 2019 and investors
should communicate any interest to their usual contacts at
Stifel.
Background to the Placing
The Company was admitted to trading on the London Stock Exchange
on 20 May 2013 ("IPO") with an investment policy focused on owning,
leasing and licensing student residential accommodation and
teaching facilities to a diversified portfolio of direct let
tenants and HEIs. Since IPO the Company has delivered an annualised
shareholder return of 12.8% to 10 May 2019, whilst its market
capitalisation has grown from GBP70 million to approximately GBP659
million at that date.
The Company's portfolio, which was valued at GBP862.0 million as
at 31 March 2019, continues to deliver strong operational
performance benefiting from a structural supply and demand
imbalance in its target markets, the high quality, modern nature of
the assets and the ongoing trend for both domestic and
international students to choose to study in the UK. By focusing on
a high quality portfolio, in a limited number of core markets
occupied by some of the strongest higher education centres, the
Company has been able to ensure its buildings benefit from a high
occupancy rate and historically strong rental growth.
In particular, the Company has been highly successful in
securing new, modern properties in attractive locations where
existing properties may not have otherwise been available through
future contractual arrangements secured by Gravis, the investment
manager. By way of example, forward purchase agreements, through
which the Company has committed to acquire assets under development
once they become operational, have been used for the acquisition of
its Scape Surrey, The Pad and Podium assets. The Company has
benefited from valuation gains since acquisition of, in aggregate,
GBP12.2 million on these properties, representing an average
valuation uplift on purchase prices of c.19%.
As detailed in the Company's interim report and accounts for the
period ended 31 December 2018 (the "Interim Report"), GCP Student
benefits from a conditional forward purchase agreement to acquire
Scape Canalside, a high-specification, new-build asset located
immediately adjacent to Queen Mary University of London and in the
same locality as the Group's existing c.590-bed Scape East
asset.
The Company entered into a conditional forward purchase
agreement in regards to Scape Canalside in October 2017 and the
asset remains on track to open to students for the 2019/20 academic
year, providing 412 beds. If Scape Canalside is acquired, the
Company's portfolio will include 1,000 beds in the same locality as
Queen Mary University of London, providing the opportunity to take
advantage of operational economies of scale. The Directors believe
the acquisition of Scape Canalside should enable the Company to
secure a new asset in a highly attractive London location which is
expected to provide rental and earnings growth for the Company over
the long term.
Based on current market conditions and the terms of the forward
purchase agreement, Gravis currently anticipates that, if acquired,
there will be an uplift in the valuation of Scape Canalside at the
time of its first full independent valuation at 30 September 2019.
Further, Scape Canalside is expected to be accretive to dividend
cover, providing the Company with attractive income and rental
growth prospects over the longer term*.
Whilst the supply of purpose-built student accommodation varies
substantially across the UK, the value of student accommodation in
London is underpinned by large international student numbers, a
structural undersupply of purpose-built student accommodation, high
land values and a difficult planning environment which prioritises
social housing and residential schemes over student
accommodation.
The London student market also benefits from the presence of
some of the UK's strongest universities and higher education
centres as determined by rankings, league tables, student outcomes,
entry criteria and financial strength. These underlying drivers,
combined with the anticipated impact of the London Plan (which may
create additional barriers to the development of student schemes
and drive increased demand for existing assets) continue to drive
yield compression across the London market. This is reflected in
the strong valuation performance of the Company's portfolio since
IPO.
In the Interim Report the Directors noted that the Board and
Gravis were considering the optimum way to finance the acquisition
of Scape Canalside. It is the Directors intention that the net
proceeds of the Placing (together with new borrowing facilities as
required) will primarily be used to fund the acquisition of Scape
Canalside.
The acquisition price of Scape Canalside will be established by
an independent valuation process and is expected to be in excess of
GBP90 million. In the event the Placing does not proceed the
Directors expect to fund the entire acquisition of Scape Canalside
with new borrowings. In such circumstance, the Group's LTV would
increase to the mid-30s% level as the Company completes its forward
funding pipeline over the next 12 to 18 months.
Benefits of the Placing
The Board believes the Placing will have the following benefits
to Shareholders and the Company:-
-- the acquisition of an additional asset in central London
further diversifies the investment portfolio, provides increased
operational scale in the Company's key market, and reduces
portfolio concentration risk;
-- the acquisition is expected to result in an increase in the
Company's earnings* and provide further opportunity for
improvements in the Company's service levels, margins and occupancy
rates which should lead to an enhanced dividend cover ratio;
-- equity capital to fund the acquisition of Scape Canalside
will reduce the requirement for the Company to obtain additional
debt financing for these purposes;
-- growing the equity base over which the fixed costs of the
Company are spread may reduce its on-going costs ratio;
-- an increase in the market capitalisation of the Company
should make the Company more attractive to a wider investor base
and better position the Company to potentially meet the
requirements of FTSE Group for inclusion in the FTSE-250 Index;
and
-- the introduction of any new shareholders pursuant to the
Placing will further diversify the Company's shareholder register
and potentially enhance liquidity in the ordinary shares.
Terms of the Placing
The Placing is currently expected to close at 1.00pm (London
time) on 30 May 2019.
The Placing Shares, when issued, will rank in full for all
dividends or other distributions declared, made or paid after
Admission and in all other respects will rank pari passu with the
existing Ordinary Shares. For the avoidance of doubt, the Placing
Shares issued under the Placing will not qualify for the dividend
declared on 3 May 2019 in respect of the quarter ended 31 March
2019. However, based on the current expected timetable, they will
qualify for the dividend relating to the quarter ended 30 June
2019, which is expected to be declared in August 2019.
Participation in the Placing will only be available to persons
in member states of the EEA who are qualified investors as defined
in article 2.1(e) of the Prospectus Directive ("Qualified
Investors").
Qualified Investors should communicate their firm interest to
their usual sales contact at Stifel Nicolaus Europe Limited
("Stifel"). The decision to allot any Placing Shares to any
Qualified Investors shall be at the discretion of the Company and
Stifel. The Company reserves the right, after consultation with
Stifel and the Investment Manager, to scale back applications under
the Placing at their absolute discretion in such amounts as they
consider appropriate.
The Placing is being made pursuant to the terms and conditions
set out in the Appendix of this Announcement. By choosing to
participate in the Placing and by making an oral and legally
binding offer to subscribe for Placing Shares, investors will be
deemed to have read and understood this Announcement and any
subsequent announcement related to the Placing (including the
Appendix), in its entirety and to be making such offer on the terms
and subject to the conditions in this Announcement, and to be
providing the representations, warranties and acknowledgements
contained in the Appendix.
The Placing is not being underwritten.
Applications will be made to the FCA for Admission and it is
expected that Admission will become effective and that
unconditional dealings in the Placing Shares will commence at
8.00am (London time) on 4 June 2019.
The Placing Shares will be issued in registered form and may be
held in uncertificated form. The Placing Shares allocated will be
issued to Placees through the CREST system unless otherwise stated.
The Placing Shares will be eligible for settlement through CREST
with effect from Admission.
Expected timetable
2019
Placing opens: 13 May
Latest time and date for receipt of Placing commitments: 1pm on
30 May
Results of Placing announced and trade date:
31 May
Admission and settlement: 8am on 4 June
The Placing may close earlier (or later) than indicated above at
the absolute discretion of the Company, in consultation with
Stifel, which is acting in its role as sole bookrunner for the
Company. In such event, the Company will notify investors by the
publication of a notice through a Regulatory Information
Service.
Dealing codes
Ticker DIGS
ISIN for the Placing Shares GB00B8460Z43
SEDOL for the Placing Shares B8460Z4
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
For further information please contact:
Gravis Capital Management Limited +44 020 3405 8500
Nick Barker nick.barker@graviscapital.com
Dion Di Miceli dion.dimiceli@graviscapital.com
Stifel Nicolaus Europe Limited +44 20 7710 7600
Neil Winward neil.winward@stifel.com
Mark Young mark.young@stifel.com
Tom Yeadon tom.yeadon@stifel.com
Buchanan / Quill +44 020 7466 5000
Helen Tarbet helent@buchanan.uk.com
Henry Wilson henryw@buchanan.uk.com
About GCP Student
The Company was the first student accommodation REIT in the UK,
investing in modern, purpose-built, private student residential
accommodation and teaching facilities. Its investments are located
primarily in and around London where the Investment Manager
believes the Company is likely to benefit from supply and demand
imbalances for student residential accommodation.
GCP Student's property portfolio comprises ten assets with
c.3,600 beds, including one asset which is expected to complete
construction for the 2019/20 academic year. At 31 March 2019, its
property portfolio was valued at GBP862.0 million.
The Company's standing properties are predominantly occupied by
international students and offer high specification facilities and
hotel-level concierge type services which the Investment Manager
believes are attractive to overseas students.
*This is a current expectation only and is not intended to be,
and should not be, taken as a profit forecast or estimate.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement 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.
Appendix - Terms and Conditions of the Placing
INTRODUCTION
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION IN
IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES, THE EXCLUDED TERRITORIES OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY.
THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE NOT
BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION, 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.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN 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 ORDER, FALL WITHIN ARTICLE 49(2)(A) TO (D) OF
THE ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED AND (II) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE
COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT
OF BUSINESS SOURCEBOOK; OR (C) OTHER PERSONS TO WHOM IT MAY
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THIS APPIX)
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
(INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS APPIX, AND THE ANNOUNCEMENT OF
WHICH IT FORMS PART, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. IF YOU ARE IN ANY DOUBT AS TO WHETHER
YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL ADVISER
FOR ADVICE.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS
NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF THE PLACING 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
PLACING SHARES.
Placees will be deemed to have read and understood the
Announcement, of which this Appendix forms part, and these terms
and conditions in their entirety and to be making such offer on the
terms and conditions and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants and
acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing 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 any Member State of
the EEA which has implemented the Prospectus Directive other than
Qualified Investors or in circumstances in which the prior consent
of Stifel has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any
Member State of the EEA other than Qualified Investors, the offer
of those Placing Shares to it is not treated under the Prospectus
Directive as having been made to such persons; and
3. (a) it is not located in the United States; or (b) it is a
dealer or other professional fiduciary in the United States acting
for a discretionary account (other than an estate or trust) held
for the benefit or account of a non U.S. person in reliance on
Regulation S.
The Company and Stifel will rely upon the truth and accuracy of
the foregoing representations, acknowledgements and agreements.
Stifel does not make any representation to any Placee regarding an
investment in the Placing Shares referred to in this Announcement
(including this Appendix).
This Announcement (including this Appendix) 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
Placing Shares in any jurisdiction in which such offer or
solicitation is or may be unlawful. This Announcement (including
this Appendix) 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. Persons who
come into possession of this Announcement are required by the
Company to inform themselves about and to observe any restrictions
of transfer of this Announcement. No public offer of securities of
the Company is being made in the United Kingdom, the United States
or elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or under any laws of, or with any securities
regulatory authority of, any state or other jurisdiction of the
United States. Any sale of Placing Shares in the United States or
to U.S. Persons may only be made to persons reasonably believed to
be QIBs (as defined in Rule 144A under the Securities Act). The
Investment Manager is not registered under the U.S. Investment
Advisors Act and Placees will not be entitled to the benefits of
the requirements applicable to investment managers registered under
that act.
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,
the Financial Markets Authority of New Zealand or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained from the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the Placing Shares; and the Placing 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 Placing 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.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
DEFINITIONS
For the purposes of this Appendix:
"Admission" means admission of the Placing Shares to be issued
pursuant to the Placing to the Premium Listing segment of the
Official List and to trading on the London Stock Exchange's Main
Market for listed securities.
"AIFMD" means Directive 2011/61/EU of the European Parliament
and of the Council on Alternative Investment Fund Managers, as
amended.
"CREST" means the computerised settlement system operated by
Euroclear UK and Ireland Limited which facilitates the transfer of
title to shares in uncertificated form.
"Directors" or "Board" the directors of the Company.
"EEA" means 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, as may be modified, supplemented
or replaced.
"ERISA" means the United States Employee Retirement Income
Security Act of 1974, as amended.
"Excluded Territory" means Canada, Japan, Australia, New
Zealand, the Republic of South Africa and the U.S. 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 Territories" shall
mean any of them.
"FATCA" means the US Foreign Account Tax Compliance Act.
"FCA" means the UK Financial Conduct Authority.
"HEI" means higher education institution.
"Investment Manager" or "Gravis" means Gravis Capital Management
Limited, a limited liability company (registered number 10471852)
with registered address at 24 Savile Row, London, United Kingdom
W1S 2ES.
"Libor" means the London Interbank Offered Rate, being the
average rate of interest that leading banks in London charge when
lending to other banks.
"London Stock Exchange" means the London Stock Exchange Plc.
"Member State" means a sovereign state which is a member of the
European Union.
"Official List" means the official list of the UK Listing
Authority.
"Order" means the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended.
"Placee" means a Relevant Person (including individuals, funds
or otherwise) by whom or on whose behalf a commitment to subscribe
for Placing Shares has been given.
"Placing Agreement" means the Placing Agreement dated 10 May
2019 between the Company, the Investment Manager and Stifel in
connection with the Placing.
"Prospectus Directive" means Directive 2003/71/EC as amended and
includes any relevant implementing measure in each Relevant Member
State.
"Regulation D" means Regulation D promulgated under the
Securities Act.
"Regulation S" means Regulation S promulgated under the
Securities Act.
"Regulatory Information Service" means a regulated information
service approved by the FCA and on the list of Regulatory
Information Services maintained by the FCA.
"Relevant Member State" means each member state of the EEA that
has implemented the Prospectus Directive.
"Securities Act" means the U.S. Securities Act of 1933, as
amended.
"Shareholders" holders of ordinary shares of the Company.
"U.S." or "United States" means the United States of America,
its states, territories and possessions, including the District of
Columbia.
"U.S. Investment Advisors Act" means the U.S. Investment
Advisors Act of 1940, as amended.
"U.S. Investment Company Act" means the U.S. Investment Company
Act of 1940, as amended.
"U.S. Person" has the meaning given in Regulation S.
"U.S. Tax Code" means the U.S. Internal Revenue Code of 1986, as
amended.
DETAILS OF THE PLACING
Stifel has entered into the Placing Agreement with the Company
and the Investment Manager under which Stifel 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 Placing Shares at the Placing Price.
The Placing Agreement contains customary warranties given by the
Company and the Investment Manager to Stifel as to matters relating
to the Company and its business and a customary indemnity given by
the Company and the Investment Manager to Stifel in respect of
liabilities arising out of, or in connection with, the Placing.
The Company (after consultation with Stifel and the Investment
Manager) reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee. The Company and Stifel also
reserve the right not to accept offers to subscribe for Placing
Shares or to accept such offer in part rather than in whole. Stifel
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 Stifel nor any holding company of
Stifel nor any subsidiary branch or affiliate of Stifel (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 Stifel, 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.
Each Placee's obligations will be owed to the Company and to
Stifel. Following the confirmation referred to below in the
paragraph entitled "Participation in, and principal terms of, the
Placing", each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Stifel, to pay to
Stifel (or as Stifel may direct) in cleared funds an amount equal
to the product of the Placing Price and the number of Placing
Shares which such Placees has agreed to acquire.
Each Placee agrees to indemnify on demand and hold each of
Stifel, the Company and the Investment Manager and their 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 acknowledgments, undertakings,
representations, warranties and agreements set forth in this
Appendix (including the terms and conditions contained herein) and
any contract note.
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 below in the
paragraph entitled "Conditions of the Placing".
APPLICATION FOR ADMISSION TO TRADING
Application will be made to the FCA and the London Stock
Exchange for Admission. It is expected that settlement of any
Placing Shares and Admission will become effective on or around
8.00 a.m. on 4 June 2019 and that dealings in the Placing Shares
will commence at that time.
PAYMENT FOR SHARES
Each Placee must pay the Placing Price for the Placing Shares
issued to the Placee in the manner and by the time directed by
Stifel. If any Placee fails to pay as so directed and/or by the
time directed, the relevant Placee's application for Placing Shares
shall at Stifel's discretion either be rejected or accepted in
which case the paragraph below entitled "Registration and
Settlement" shall apply to such application.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING
Stifel (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 Placing Shares.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by Stifel.
Stifel and its affiliates may participate in the Placing as
principal.
By participating in the Placing, Placees will be deemed to have
read and understood this Announcement, including this Appendix, in
its entirety and to be participating and making an offer for
Placing Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, agreements and
undertakings contained in this Appendix.
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
The number of Placing Shares to be issued will be agreed between
Stifel, the Company and the Investment Manager following completion
of the bookbuilding process in respect of the Placing (the
"Bookbuild"). The number of Placing Shares will be announced on a
Regulatory Information Service following completion of the
Bookbuild.
Each Placee's allocation will be confirmed to Placees orally, or
by email, by Stifel, and a trade confirmation or contract note will
be dispatched as soon as possible thereafter. The oral or email
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 Stifel and the Company, under which it
agrees to acquire the number of Placing Shares allocated to it at
the Placing Price on the terms and conditions set out in this
Appendix and in accordance with the articles of association of the
Company.
Except as required by law or regulation, no press release or
other announcement will be made by Stifel or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at
the same time, on the basis explained below under the paragraph
entitled "Registration and Settlement".
All obligations under the Placing will be subject to fulfilment
or (where applicable) waiver of, amongst other things, the
conditions referred to below and to the Placing not being
terminated on the basis referred to below.
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.
To the fullest extent permissible by law, none of the Company,
Stifel 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 under these terms and conditions).
In particular, none of the Company, Stifel or any of their
respective affiliates shall have any liability (including to the
fullest extent permissible by law, any fiduciary duties) in respect
of Stifel's conduct of the Placing. Each Placee acknowledges and
agrees that the Company is responsible for the allotment of the
Placing Shares to the Placees and Stifel shall have no liability to
the Placees for the failure of the Company to fulfil those
obligations.
CONDITIONS OF THE PLACING
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
Stifel's obligations under the Placing Agreement in respect of
the Placing Shares are conditional on, inter alia:
1. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement; and
2. Admission taking place not later than 8.30 a.m. on 4 June 2019.
If (a) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Stifel by the respective time or date where specified (or such
later time or date as the Company and Stifel may agree not being
later than 8.30 a.m. on 28 June 2019 (the "Final Date")); or (b)
the Placing Agreement is terminated as described below, the Placing
in relation to the Placing Shares will lapse and the Placee's
rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that
no claim can be made by the Placee in respect thereof.
Subject to certain exceptions, Stifel may, at its absolute
discretion and upon such terms as it thinks fit, waive, or extend
the period (up to the Final Date) 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 as set out
in this Announcement.
Neither Stifel 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 Stifel.
RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
Stifel is entitled, at any time before Admission, to terminate
the Placing Agreement by giving notice to the Company in certain
circumstances, including, inter alia:
1. the Company is in breach of any of its obligations under the
Placing Agreement which is material in the context of the Placing
and such breach cannot be remedied or (if capable of remedy) has
not been remedied prior to Admission; or
2. there has been a material adverse change in the financial or
trading position or prospects of the Company or its group; or
3. there has been a material adverse change in national or
international financial, political, monetary, economic or stock
market conditions (primary or secondary), a suspension or material
limitation in trading of securities generally on any stock exchange
or a material disruption in commercial banking,
but in each case only insofar as would be likely to materially
prejudice the success of the Placing.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares.
The rights and obligations of the Placees shall terminate only
in the circumstances described in these terms and conditions and in
the Placing Agreement and will not be subject to termination by the
Placee or any prospective Placee at any time or in any
circumstances. By participating in the Placing, Placees agree that
the exercise by Stifel of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Stifel, and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise or decision not to exercise.
Placees will have no rights against Stifel, the Company or any of
their respective directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended).
NO PROSPECTUS
The Placing Shares are being offered to Relevant Persons only
and will not be offered in such a way as to require a prospectus in
the United Kingdom or elsewhere. No offering document or prospectus
has been or will be submitted to be approved by the FCA in relation
to the Placing and Placees' commitments will be made solely on the
basis of the information contained in this Announcement (including
this Appendix) and certain business and financial information the
Company is required to publish in accordance with the rules and
practices of the FCA (collectively "Exchange Information").
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement, including this Appendix, is
exclusively the responsibility of the Company and confirms that it
has not received or relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or Stifel or any other person and
neither Stifel nor the Company nor the Investment Manager nor any
other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the Placing Shares (ISIN:
GB00B8460Z43) following Admission will take place within CREST
provided that, subject to certain exceptions, Stifel reserves the
right to require settlement for, and delivery of, the Placing
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 this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation or contract note stating the number of Placing
Shares allocated to it at the Placing Price, the aggregate amount
owed by such Placee to Stifel (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 Stifel.
It is expected that settlement in respect of the Placing Shares
will be on or around 4 June 2019 on a T+2 basis in accordance with
the instructions set out in the trade confirmation.
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 Stifel.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Stifel may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for Stifel's 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 Stifel 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 Placing Shares on such Placee's behalf.
By communicating a bid for Placing Shares, each Placee confers on
Stifel all such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which Stifel
lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note is copied and delivered immediately to the
relevant person within that organisation.
Insofar as Placing 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
Placing 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. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
REPRESENTATIONS, WARRANTIES AND FURTHER TERMS
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 Stifel, namely
that, each Placee (and any person acting on such Placee's
behalf):
1. represents and warrants that it has read and understood this
Announcement, including this Appendix, in its entirety and that its
subscription of Placing Shares is subject to, and based upon, all
the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement (including this Appendix);
2. acknowledges that no offering document or prospectus has been
prepared in connection with the placing of the Placing Shares and
represents and warrants that it has not received a prospectus or
other offering document in connection therewith;
3. acknowledges that the Placing Shares are listed on the
premium segment of the Official List of the UK Listing Authority,
and the Company is therefore required to publish certain business
and financial information in accordance with the rules and
practices of the FCA (collectively the "Exchange Information"),
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that the Placee is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
4. acknowledges that the content of this Announcement (including
this Appendix) is exclusively the responsibility of the Company,
and that none of Stifel, 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 this
Announcement (including this Appendix) or any information
previously or concurrently published by or on behalf of the Company
(including any Exchange Information), and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement (including this Appendix) or otherwise. Each Placee
further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Placing Shares is contained in
this Announcement (including this Appendix) and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by Stifel,
the Company or the Investment Manager or any of their respective
directors, officers or employees or any person acting on behalf of
any of them (including with respect to the Company, the Placing,
the Placing Shares or the accuracy, completeness or adequacy of any
publicly available information), or, if received, it has not relied
upon any such information, representations, warranties or
statements, and neither Stifel nor the Company nor the Investment
Manager will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it may not place the same
degree of reliance on this Announcement as it may otherwise place
on a prospectus or admission document. 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 and the terms of the Placing in deciding to participate in
the Placing and it will not rely on any investigation that Stifel,
its affiliates or any other person acting on its or their behalf
has or may have conducted;
5. 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;
6. acknowledges that Stifel 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 Stifel is not acting for it or its clients and
that Stifel will not be responsible for providing protections to it
or its clients;
7. acknowledges that none of Stifel, 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
(including any Exchange 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;
8. that, save in the event of fraud on the part of Stifel (and
to the extent permitted by the FCA), neither Stifel, 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
Stifel's 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 it may have in respect thereof;
9. represents and warrants that (a) it is not located in the
United States; or (b) it is a dealer or other professional
fiduciary in the United States acting for a discretionary account
(other than an estate or trust) held for the benefit or account of
a non U.S. person in reliance on Regulation S;
10. acknowledges and understands that the Placing Shares
referred to in this Announcement have not been and will not be
registered under the Securities Act or under any laws of, or with
any securities regulatory authority of, any state or other
jurisdiction of the United States and that the Company will not be
registered under the U.S. Investment Company Act, and Placees will
not be entitled to the benefits of regulation under that act;
11. agrees not to reoffer, resell, pledge, transfer or deliver
any Placing Shares, directly or indirectly, in the United States or
to, or for the account or benefit of, U.S. Persons, except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction in the United States;
12. acknowledges that it has not acquired the Placing Shares as
a result of any general solicitation or general advertising (as
these terms are used in Regulation D under the Securities Act),
including advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media, or broadcast
over radio, internet or television, or any seminar or meeting whose
attendees have been invited by general solicitation or general
advertising;
13. unless otherwise specifically agreed in writing with Stifel,
represents and warrants that neither it nor the beneficial owner of
such Placing Shares will be a resident of Excluded Territories;
14. acknowledges that the Placing 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;
15. represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing 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 Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
16. represents and warrants that: (i) it has complied with and
will continue to comply with its obligations under the Market Abuse
Regulation (EU) No. 596/2014, Criminal Justice Act 1993 and Part
VIII of the Financial Services and Markets Act 2000, as amended
("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), and other applicable law, the
Terrorism Act 2006, the Money Laundering Regulations 2007 and the
Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) 2017 Regulations; 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 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
Stifel such evidence, if any, as to the identity or location or
legal status of any person which Stifel 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 Stifel on the basis that any failure
by it to do so may result in the number of Placing 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 Stifel may decide at
its sole discretion;
17. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares purchased by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a
Member State of the EEA which has implemented the Prospectus
Directive other than Qualified Investors, or in circumstances in
which the prior consent of Stifel has been given to the offer or
resale;
18. represents and warrants that it has not offered or sold and
will not offer or sell any Placing 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 Prospectus Directive
(including any relevant implementing measure in any member
state);
19. 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 Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an
authorised person;
20. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA and the Financial
Services Act 2012 with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
21. if in a Member State of the EEA, unless otherwise
specifically agreed with Stifel in writing, represents and warrants
that it is a Qualified Investor within the meaning of the
Prospectus Directive and that it is a person to whom Placing Shares
may lawfully be marketed to under any applicable legislation
implementing the AIFMD;
22. if in the United Kingdom, represents and warrants that it is
a person who: (i) falls with Articles 49(2)(A) to (D) or 19(5) of
the Order or it is a person to whom the Placing Shares may
otherwise be lawfully offered under such Order or, if it is
receiving the offer in circumstances under which the laws or
regulations of a jurisdiction other than the United Kingdom would
apply, it is a person to whom the Placing Shares may be lawfully
offered under that other jurisdiction's laws and regulations; and
(ii) is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook;
23. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing 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 (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement (including this Appendix)) and will honour such
obligations;
24. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (i) to acquire the Placing Shares for each
managed account; (ii) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (iii) to
receive on its behalf any investment letter relating to the Placing
in the form provided to it by Stifel;
25. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement (including this Appendix) on the
due time and date set out herein, failing which the relevant
Placing Shares may be placed with other subscribers or sold as
Stifel may in its sole discretion determine and without liability
to such Placee and it will remain liable and will indemnify Stifel
on demand for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing 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 Placing Shares on
its behalf;
26. acknowledges that none of Stifel, 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 Stifel
and that Stifel 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;
27. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself; or
(ii) its nominee, as the case may be. Neither Stifel 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 Stifel in respect of the same on the
basis that the Placing Shares will be allotted to the CREST stock
account of Stifel who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
28. 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 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
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or Stifel 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;
29. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix;
30. agrees that the Company, Stifel 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 Stifel on its own behalf and on
behalf of the Company and are irrevocable and are irrevocably
authorised to produce this Announcement or a copy thereof to any
interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby;
31. agrees to indemnify on an after-tax basis and hold the
Company, Stifel and their 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 this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
32. acknowledges that no action has been or will be taken by any
of the Company, Stifel or any person acting on behalf of the
Company or Stifel that would, or is intended to, permit a public
offer of the Placing Shares in any country or jurisdiction where
any such action for that purpose is required;
33. 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 Placing 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;
34. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note 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;
35. acknowledges that Stifel 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;
36. represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full
compliance with all applicable laws and regulation;
37. represents and warrants that unless the Company expressly
consents otherwise in writing, no portion of the assets used to
purchase, and no portion of the assets used to hold, the Placing
Shares or any beneficial interest therein constitutes or will
constitute the assets of (i) an "employee benefit plan" as defined
in Section 3(3) of ERISA that is subject to Title I of ERISA; (ii)
a "plan" as defined in Section 4975 of the U.S. Tax Code, including
an individual retirement account or other arrangement that is
subject to Section 4975 of the U.S. Tax Code; or (iii) 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 U.S. Tax Code. In addition, if a Placee is 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 U.S. Tax Code, its purchase, holding, and
disposition of the Placing Shares must not constitute or result in
a non-exempt violation of any such substantially similar law;
38. acknowledges that the Company reserves the right to make
inquiries of any holder of the Placing Shares or interests therein
at any time as to such person's status under US federal securities
laws and to require any such person that has not satisfied the
Company that holding by such person will not violate or require
registration under US securities laws to transfer such Placing
Shares or interests in accordance with the articles of association
of the Company;
39. acknowledges and understands that the Company is required to
comply with FATCA and agrees to furnish any information and
documents the Company may from time to time request, including but
not limited to information required under FATCA; and
40. to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement, including
this Appendix.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to Stifel and the
Company and are irrevocable and shall not be capable of termination
in any circumstances.
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 Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor
Stifel 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 Placing 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 Stifel in the
event that any of the Company and/or Stifel 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 Stifel
accordingly.
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
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Stifel does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Stifel or any of its affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Stifel, any money held in an account with Stifel 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 Stifel's money in accordance
with the client money rules and will be used by Stifel in the
course of its own business and the Placee will rank only as a
general creditor of Stifel.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment, and Placees' commitments,
representations and warranties are not conditional on any of the
expected times and dates on in this Announcement (including this
Appendix) being achieved. Stifel shall notify the Placees and any
person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons
needing advice should consult an appropriately qualified
independent financial adviser.
Stifel 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 Manager), part or all
of its fees relating to the Placing.
MISCELLANEOUS
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
"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 Placing
Shares have been subject to a product approval process, which has
determined that the Placing 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,
Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing 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, Stifel 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
The content of this Announcement has been prepared by, and is
the sole responsibility of, GCP Student Living plc.
The information contained in this Announcement is given at the
date of its publication (unless otherwise marked) and is subject to
updating, revision and amendment from time to time. Neither the
content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms
part of, this Announcement.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock
Exchange or applicable law, the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively for the Company and no-one else in connection with the
potential equity issue. Stifel will not regard any other person as
its client in relation to the potential issue 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 potential issue, the contents of this Announcement
or any transaction, arrangement or other matter referred to
herein.
None of the Investment Manager or Stifel, or any of their
respective directors, officers, employees, advisers, affiliates or
agents, accepts 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 for any loss howsoever
arising from any use of the Announcement or its contents. The
Investment Manager and Stifel Nicolaus Europe Limited, and their
respective directors, officers, employees, advisers, affiliates or
agents, accordingly disclaim all and any liability whether arising
in tort, contract or otherwise which they might otherwise have in
respect of this Announcement or its contents or otherwise arising
in connection therewith.
The processing of a Placee's personal data by the Company will
be carried out in compliance with the applicable data protection
legislation and with its Privacy Notice, a copy of which can be
found on the Groups' website
https://www.graviscapital.com/uploads/fund-documents/gcp-student/GCP-STUDENT-LIVING-Privacy-Notice_-002.pdf.
Each Placee acknowledges that it has read and understood the
processing activities carried out by the Group as informed in the
referred Privacy Notice.
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 rns@lseg.com or visit www.rns.com.
END
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May 13, 2019 02:00 ET (06:00 GMT)
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