TIDMGABI
RNS Number : 0495O
GCP Asset Backed Income Fund Ltd
02 November 2016
2 November 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT INFORMATION AT THE OF THIS
ANNOUNCEMENT.
THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR SOUTH AFRICA OR TO U.S. PERSONS.
GCP Asset Backed Income Fund Ltd (the "Company")
Placing of new ordinary shares
Further to the announcement by the Company on 19 October 2016 in
relation to a possible equity raise, the Board has resolved to
proceed with a non pre-emptive placing of up to 14,964,734 ordinary
shares (the "Placing Shares") targeting gross proceeds of
approximately GBP15.6 million (the "Placing").
The Placing price will be 104.50 pence per Placing Share (the
"Placing Price") which represents a discount of 4.00 pence to the
closing price per ordinary share on 1 November 2016, the last
business day prior to this announcement, and a premium of c. 5.10
per cent to the last published NAV per ordinary share of 99.43
pence. The Placing will be NAV accretive for existing
shareholders.
The Placing will open immediately following this announcement,
subject to the terms and conditions set out in the appendix to this
announcement.
The decision to allot any new ordinary shares to investors shall
be at the discretion of the Company and Cenkos Securities plc
("Cenkos"). Cenkos reserves the right, following consultation with
the Company and Gravis Capital Partners LLP (the "Investment
Manager"), to scale back applications under the Placing at its
absolute discretion in such amounts as it considers
appropriate.
The Placing Shares will, when issued, be fully paid and will
rank pari passu in all respect with the existing ordinary shares,
including in respect of the right to receive all future dividends
and distributions declared, made or paid by reference to a record
date falling after this issue. For the avoidance of doubt,
subscribers for Placing Shares pursuant to the Placing will not be
entitled to the dividend of 1.5 pence per ordinary share in respect
of the quarterly period ended 30 September 2016 announced on 19
October 2016.
Applications will be made to the UK Listing Authority for all of
the new ordinary shares issued pursuant to the Placing to be
admitted to the premium listing segment of the Official List of the
UK Listing Authority and for all such shares to be admitted to
trading on the London Stock Exchange plc's ("London Stock
Exchange") main market for listed securities (together,
"Admission"). It is expected that Admission will become effective
on or around 8.00 a.m. on 10 November 2016 and that dealings in the
Placing Shares will commence at that time.
The expected timetable for the Placing is set out below and is
subject to change at the discretion of the Company and in
consultation with Cenkos.
This announcement contains Inside Information as defined under
the Market Abuse Regulation (EU) No. 596/2014.
Expected timetable 2016
Placing opens 2 November
Latest time and date for receipt 12.00 noon
of placing commitments on 7 November
Results of Placing announced and 8 November
trade date
Admission and settlement 10 November
For further information, please contact:
Gravis Capital Partners LLP +44 (0)20 7518 1490
David Conlon david.conlon@gcpuk.com
Stephen Ellis stephen.ellis@gcpuk.com
Dion Di Miceli dion.dimiceli@gcpuk.com
Cenkos Securities plc +44 (0)20 7397 8900
Tom Scrivens tscrivens@cenkos.com
Oliver Packard opackard@cenkos.com
Sapna Shah sshah@cenkos.com
Highland Capital Partners Limited +44 (0)7836 695442
William MacLeod wmacleod@highland-capital.net
Buchanan +44 (0)20 7466 5000
Charles Ryland charlesr@buchanan.uk.com
Vicky Watkins victoriaw@buchanan.uk.com
Notes to Editors
The Company
The Company is a closed ended investment company traded on the
Main Market of the London Stock Exchange. Its investment objective
is to generate attractive risk-adjusted returns primarily through
regular, growing distributions and modest capital appreciation over
the long term.
The Company seeks to meet its investment objective by making
investments in a diversified portfolio of predominantly UK based
asset backed loans which have contracted, predictable medium to
long term cash flows and/or physical assets.
Important Information
This announcement is not for distribution, directly or
indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States of
America and the District of Columbia) (the "United States"),
Australia, Canada, Japan or South Africa or into any other
jurisdiction where applicable laws prohibit its release,
distribution or publication. This announcement does not constitute,
or form part of, an offer to sell, or a solicitation of an offer to
purchase, any securities in the United States, Australia, Canada,
Japan or South Africa or in any other jurisdiction where such offer
or sale would be unlawful. The securities of the Company have not
been and will not be registered under the U.S. Securities Act of
1933, as amended (the "US Securities Act") or the US Investment
Company Act of 1940, as amended and may not be offered or sold
directly or indirectly in or into the United States or to or for
the account or benefit of any US Person (within the meaning of
Regulation S under the US Securities Act). The securities referred
to herein have not been registered under the applicable securities
laws of Australia, Canada, Japan or South Africa and, subject to
certain exceptions, may not be offered or sold within Australia,
Canada, Japan or South Africa or to any national, resident or
citizen of Australia, Canada, Japan or South Africa. There will be
no public offer of securities of the Company in the United States,
Australia, Canada, Japan, South Africa or elsewhere.
This announcement has been issued by and is the sole
responsibility of the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company, Gravis Capital Partners LLP, Cenkos
Securities plc or Highland Capital Partners Limited. The issue of
this announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date of this announcement or that the information
contained in it is correct at any subsequent date.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by, Cenkos Securities plc, Gravis Capital
Partners LLP, Highland Capital Partners Limited or by any of their
respective affiliates or agents as to or in relation to the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or their advisers and any liability therefore is
expressly disclaimed.
This announcement and the terms and conditions herein are not an
offer to sell nor a solicitation to buy any securities in any
jurisdiction. Investors should not subscribe for or purchase any
securities referred to in this announcement except on the basis of
information about the Company that is publicly available.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
sole broker and book runner to the Company and is acting for no-one
else in connection with the Placing and the contents of this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Cenkos
Securities plc nor for providing advice in connection with the
Placing and the contents of this announcement or any other matter
referred to herein.
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.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMMENTS THERETO (THE
"PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS") AND (B) IF IN THE
UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED
INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 ("FSMA") AND (C) OTHERWISE, TO PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT
AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS
ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT
PERSON. 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 APPIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS, FINANCIAL AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE
PLACING SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making an oral or written offer to subscribe for
Placing Shares, including any individuals, funds or others on whose
behalf a commitment to subscribe for Placing Shares is given
("Placees"), will be deemed to have read and understood this
announcement in its 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
announcement. In particular each such Placee confirms, represents,
warrants and acknowledges to Cenkos (for itself and on behalf of
the Company) that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
and
(b) if it is in a member state of the EEA and/or if it is a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, that any Placing Shares subscribed for by it
in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to
their offer or resale to, persons in any member state of the EEA in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
which has implemented the Prospectus Directive to Qualified
Investors (as defined above), or in circumstances in which the
prior consent of Cenkos has been given to each such proposed offer
or resale.
Cenkos makes no representation to any Placees regarding an
investment in the Placing Shares.
Details of the Placing Agreement and the Placing Shares
Cenkos, the Company, the Investment Manager and Highland Capital
Partners Limited ("Highland") have today entered into a placing
agreement (the "Placing Agreement") under which, on the terms and
subject to the conditions set out therein, Cenkos has agreed, as
agent for and on behalf of the Company, to use reasonable
endeavours to procure Placees for up to 14,964,734 Placing Shares
at the Placing Price pursuant to the Placing. Highland has been
appointed by the Investment Manager as its introducer appointed
representative and Highland has agreed with the Company, upon the
terms and subject to the conditions set out in the Placing
Agreement, to make introductions to the Company of potential
subscribers pursuant to the Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares in the capital of the Company (the "Ordinary Shares"),
including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after the date of admission of the Placing Shares other than
the dividend of 1.5 pence per Ordinary Share in respect of the
quarterly period ended 30 September 2016 announced on 19 October
2016.
Applications for listing and admission to trading
Application will be made to the UK Listing Authority for
admission of the Placing Shares to the premium listing segment of
the Official List of the UK Listing Authority (the "Official List")
and to the London Stock Exchange plc (the "London Stock Exchange")
for admission of the Placing Shares to trading on its main market
for listed securities (together, "Admission"). It is expected that
Admission will become effective on or around 8.00 a.m. on 10
November 2016 and that dealings in the Placing Shares will commence
at that time.
Placing
Cenkos will today commence the bookbuilding process for
participation in the Placing by Placees. This announcement 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.
Participation in, and principal terms of, the Placing
1 Cenkos is acting as placing agent to the Company in connection with the Placing.
2 Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by Cenkos.
Cenkos and their respective affiliates are entitled, but shall have
no obligation, to subscribe for any Placing Shares as
principal.
3 The Placing Price shall be payable to Cenkos as placing agent
to the Company by all Placees whose subscriptions are successful.
The results of the Placing will be announced on a Regulatory
Information Service ("RIS") following the completion of the Placing
(the "Placing Results Announcement").
4 To subscribe for Placing Shares, prospective Placees should
communicate their intentions by telephone to their usual sales
contact at Cenkos, stating the number of Placing Shares which the
prospective Placee wishes to offer to subscribe for at the Placing
Price.
5 A subscription will be made on the terms and subject to the
conditions in this announcement and will be legally binding on the
Placee on behalf of which it is made and except with Cenkos'
consent will not be capable of variation or revocation after the
time at which it is submitted. Each Placee's obligations will be
owed to the Company and Cenkos. Each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to
Cenkos as agent of the Company, to pay in cleared funds immediately
on the settlement date, in accordance with the registration and
settlement requirements set out below, an amount equal to the
product of the Placing Price and the number of Placing Shares such
Placee has agreed to subscribe for and the Company has agreed to
allot.
6 The Placing is expected to close no later than 12.00 noon
(London time) on 7 November 2016, but may be closed earlier or
later at the discretion of Cenkos. Cenkos may, in agreement with
the Company and the Investment Manager, accept subscriptions that
are received after the Placing has closed.
7 Each prospective Placee's allocation will be agreed by Cenkos
(in consultation with the Company and the Investment Manager) and
will be confirmed orally by Cenkos (as agent for the Company)
following the close of the Placing and a trade confirmation will be
despatched thereafter. This oral confirmation to such Placee will
constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) in favour of Cenkos
and the Company to subscribe for the number of Placing Shares
allocated to it at the Placing Price on the terms and conditions
set out in this announcement and in accordance with the Company's
articles of association. All obligations under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing Agreement". 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.
8 Cenkos may choose to accept bids, either in whole or in part,
on the basis of allocations determined in agreement with the
Company and may scale down any bids for this purpose on such basis
as they may determine. Cenkos may also, notwithstanding the above
and subject to prior consent of the Company (i) allocate Placing
Shares after the time of any initial allocation to any person
submitting a subscription after that time and (ii) allocate Placing
Shares after the Placing has closed to any person making a
subscription after that time. The Company reserves the right (upon
agreement with Cenkos) to reduce the amount to be raised pursuant
to the Placing, in its absolute discretion.
9 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
10 Except as required by law or regulation, no press release or
other announcement will be made by Cenkos 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.
11 To the fullest extent permissible by law, neither Cenkos nor
any of its respective affiliates, agents, directors, officers or
employees shall have any responsibility or liability to Placees (or
to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither Cenkos nor any of its respective
affiliates, agents, directors, officers or employees shall have any
liability (including to the fullest extent permissible by law, any
fiduciary duties) in respect of the conduct of the Placing or of
such alternative method of effecting the Placing as Cenkos and the
Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of Cenkos under the Placing Agreement in
respect of the Placing Shares are conditional on, inter alia:
(a) none of the representations and warranties of the Company
and the Investment Manager contained in the Placing Agreement being
untrue and inaccurate or misleading on the date of the Placing
Agreement and at all times before Admission by reference to the
facts and circumstances then subsisting, in each case in a manner,
or to an extent, which is material;
(b) each of the Company and the Investment Manager complying
with its obligations under the Placing Agreement to the extent the
same fall to be performed prior to Admission;
(c) the Company allotting, subject only to Admission, the
Placing Shares to the Placees in accordance with the Placing
Agreement; and
(d) Admission taking place by not later than 8.00 a.m. (London
time) on 10 November 2016 (or such later date as may be agreed by
the Company, the Investment Manager and Cenkos, not being later
than 31 December 2016).
If (i) any of the conditions contained in the Placing Agreement,
including those described above, are not fulfilled (or, where
permitted, waived or extended in writing by Cenkos or have become
incapable of fulfilment on or before the date or time specified for
the fulfilment thereof (or such later date and/or time as Cenkos
may agree), or (ii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the
Placees' 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. Any such extension or waiver will not affect Placees'
commitments as set out in this announcement.
Neither Cenkos nor any of its respective affiliates, agents,
directors, officers or employees 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 the 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 Cenkos.
Right to terminate under the Placing Agreement
At any time before Admission, Cenkos is entitled to terminate
the Placing Agreement by giving notice in writing to the Company
and Investment Manager if: (i) any statement contained in this
announcement is or has become untrue, incorrect or misleading in
any material respect; (ii) matters have arisen which would, if this
announcement were issued at that time, constitute a material
omission therefrom; (iii) any of the Company's or the Investment
Manager's warranties contained in the Placing Agreement are not
true and accurate in any material respect or have become misleading
in any material respect (or would not be true and accurate in any
material respect or would be misleading in any material respect if
they were repeated at any time before Admission) by reference to
the facts subsisting at the time when notice is given; or (iv)
there is a material breach by the Company or the Investment Manager
or Highland of their respective obligations under the Placing
Agreement (other than the warranties); or (v) there has been a
material change in national or international financial, political,
economic or stock market conditions (primary or secondary); an
incident of terrorism, outbreak or escalation of hostilities, war,
declaration of martial law or any other calamity or crisis; a
suspension or material limitation in trading of securities
generally on any stock exchange; any change in currency exchange
rates or exchange controls or a disruption of settlement systems or
a material disruption in commercial banking as would be likely to
prejudice the success of the Placing; or (vi) in the reasonable and
good faith opinion of Cenkos following consultation with the
Company and the Investment Manager, there has been any development
or event (or any development or event involving a prospective
change of which the Company is aware) which will or is likely to
have a material adverse effect on the financial, or trading
position or prospects of the Company whether or not arising in the
ordinary course of business.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing and no such prospectus is required (in
accordance with the Prospectus Directive) to be published and
Placees' commitments will be made solely on the basis of the
information contained in this announcement released by the Company
today and any Publicly Available Information and subject to the
further terms set forth in the contract note to be provided to
individual prospective Placees. For the purposes of these terms and
conditions, "Publicly Available Information" shall mean any
information publicly announced through a Regulatory Information
Service (as defined in the listing rules made by the UK Listing
Authority under section 73A of FSMA) by or on behalf of the Company
on or prior to the date of this announcement.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company, the
Investment Manager, Cenkos or any other person and none of the
Company, the Investment Manager, Cenkos or any of their respective
affiliates 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 and the Investment Manager in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
By participating in the Placing, Placees agree that the exercise
by Cenkos of any right of termination or other discretion under the
Placing Agreement shall be within their absolute discretion and
that they do not need to make any reference to Placees and that
Cenkos shall not have any liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. Cenkos and the Company reserve the right to require
settlement for and delivery of the Placing Shares (or a portion
thereof) to Placees in certificated form if delivery or settlement
is not possible or practicable within the CREST system or would not
be consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the close of the Placing, each Placee allocated
Placing Shares in the Placing will be sent a contract note stating
the number of Placing Shares to be allocated to it at the Placing
Price and settlement instructions. Each Placee agrees that it will
do all things necessary to ensure that delivery and payment is
completed in accordance with the standing CREST or certificated
settlement instructions that it has in place with Cenkos.
The Company will deliver the Placing Shares to a CREST account
operated by Cenkos as the Company's agent and Cenkos will enter its
delivery (DEL) instruction into the CREST system. The input to
CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that Placee
against payment.
It is expected that settlement will be on 10 November 2016 on a
delivery versus payment 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 Cenkos.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Cenkos (as agent for the Company) may sell any
or all of the Placing Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, for the Company's
account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) or other
similar taxes imposed in any jurisdiction which may arise upon the
sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
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. Placees shall not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) represents, warrants, undertakes
acknowledges and agrees (for itself and any other person for whom
such Placee may be subscribing for and/or purchasing Placing Shares
(as the case may be)) to Cenkos (for itself and on behalf of the
Company) that:
(i) the Placing Shares will be issued subject to the terms and conditions set out in this announcement;
(ii) it has read and understood this announcement in its
entirety and that its acquisition of Placing Shares is subject to
and based upon all the terms, conditions, representations,
warranties, indemnities, acknowledgements, agreements and
undertakings and other information contained in this announcement
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares or otherwise, other than
the information contained in this announcement and the Publicly
Available Information;
(iii) it has not received a prospectus or other offering
document in connection with the Placing and acknowledges that no
prospectus or other offering document has been or will be prepared
in connection with the Placing;
(iv) the Company's Ordinary Shares are listed on the premium
listing segment of the Official List, and that the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of the FCA,
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 it 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;
(v) neither Cenkos nor the Company nor any of their respective
affiliates, or their or their respective affiliates' agents,
directors, officers or employees, respectively, nor any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company or
any other person other than the information in this announcement or
any other Publicly Available Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares; nor has it requested Cenkos, the
Company, any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them
to provide it with any such information;
(vi) neither Cenkos nor any person acting on its behalf nor any
of its affiliates, or its or its affiliates, agents, directors,
officers or employees, has or shall have any liability for this
announcement or any other Publicly Available 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;
(vii) the content of this announcement and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and that neither Cenkos nor any of
its directors, employees, officers, agents or representatives are
responsible for or have or shall have any liability for any
information, representation, warranty or statement relating to the
Company contained in or referred to in this announcement or
contained in or referred to in any other Publicly Available
Information, nor will they be liable for any Placee's decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
announcement, any other Publicly Available Information or
otherwise. Nothing in this announcement shall exclude any liability
of any person for fraudulent misrepresentation;
(viii) (a) the only information on which it is entitled to rely
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on Publicly
Available Information, (b) Cenkos and the Company (or any of their
respective affiliates) have not made any representation to it,
express or implied, with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information, (c) it has conducted its own
investigation of the Company, the Placing and the Placing Shares,
satisfied itself that the information is still current and relied
on that investigation for the purposes of its decision to
participate in the Placing and (iv) it has not relied on any
investigation that Cenkos or any person acting on its behalf may
have conducted with respect to the Company, the Placing or the
Ordinary Shares;
(ix) it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
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
affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
(x) it is in possession of sufficient information to make a
reasonable evaluation of the Placing;
(xi) it is not a national or resident of the United States,
Canada, Australia, South Africa or Japan (each an "Excluded
Territory") or a corporation, partnership or other entity organised
under the laws of an Excluded Territory and that it will not offer,
sell, renounce, transfer or deliver directly or indirectly any of
the Placing Shares in an Excluded Territory or to or for the
benefit of any person resident in an Excluded Territory and it
acknowledges that the Placing Shares have not been and will not be
registered under the United States Securities Act of 1933, as
amended and the relevant exemptions are not being obtained from the
Securities Commission of any province of Canada and that the same
are not being offered for sale and may not be, directly or
indirectly, offered, sold, transferred or delivered in an Excluded
Territory;
(xii) it is entitled to subscribe for and/or purchase (as the
case may be) Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all governmental and other consents which may be
required thereunder or otherwise and complied with all necessary
formalities and that it has not taken any action which will or may
result in the Company, Cenkos or the Investment Manager or any of
their respective directors, officers, employees or agents, acting
in breach of any regulatory or legal requirements of any territory
in connection with the Placing or its acceptance and that its
commitment constitutes a valid and binding obligation on it;
(xiii) it has obtained all necessary consents and authorities to
enable it to give its commitment to subscribe for and/or purchase
(as the case may be) Placing Shares and to perform its
subscriptions and/or purchase obligations (as the case may be) in
respect thereof;
(xiv) if it is a company, it is a valid and subsisting company
and has all necessary corporate capacity and authority to execute
its obligations in connection with its subscription and/or purchase
(as the case may be) of Placing Shares;
(xv) if it is an individual, it has taken all action necessary
to exercise its rights and perform its obligations in connection
with its subscription and/or purchase (as the case may be) of
Placing Shares and such exercise and performance does not and will
not result in a breach of any obligation by which it is bound;
(xvi) it is a qualified investor for the purposes of section
86(1) of FSMA who is subscribing for and/or purchasing (as the case
may be) Placing Shares as principal and not on behalf of others
(other than on behalf of (a) a discretionary client(s) in
circumstances where section 86(2) of FSMA applies or (b) such other
client(s) whose name(s)and address(es) shall be provided to Cenkos
and the Company, each of whom is subscribing for and/or purchasing
(as the case may be) Placing Shares as principal and not on behalf
of others);
(xvii) it is a person who falls within (a) Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") (investment professionals) or (b)
Article 49 of the Order (high net worth companies, unincorporated
associations etc.), being persons having professional experience in
matters relating to investments;
(xviii) if resident in Guernsey, it is an entity licensed by the
Guernsey Financial Services Commission pursuant to The Insurance
Business (Bailiwick of Guernsey) Law 2002 as amended, The Banking
Supervision (Bailiwick of Guernsey) Law 1994 as amended, The
Regulation of Fiduciaries, Administration Businesses and Company
Directors, etc (Bailiwick of Guernsey) Law 2000 as amended, and/or
The Protection of Investors (Bailiwick of Guernsey) Law 1987, as
amended;
(xix) it is not, and it is not acting as nominee or agent for, a
person who is or may be liable to stamp duty or SDRT under any of
sections 67, 70, 93 or 96 of the UK Finance Act 1986 (which broadly
apply where ordinary shares are transferred or in certain
circumstances are issued to persons who issue depositary receipts
or provide clearance services for their nominees or agents);
(xx) no instrument under which it subscribes for and/or (as the
case may be) acquires Placing Shares (whether as principal, agent
or nominee) will be subject to stamp duty or SDRT at the increased
rates referred to in sections 67 or 93 (Depositary Receipts) or
section 70 or 96 (Clearance Services) of the UK Finance Act
1968;
(xxi) it will be liable for any stamp duty or SDRT and any
related costs, fines, penalties and interests arising in respect of
the delivery and settlement of Placing Shares and acknowledges that
neither Cenkos nor the Company will be responsible for any such
amounts;
(xxii) if it is acquiring the Placing Shares as a fiduciary or
agent for one or more investor accounts, it has full power and
authority to make, and does make, these representations,
warranties, acknowledgements, agreements and undertaking on behalf
of each such account(s);
(xxiii) it has complied with its obligations in connection with
money laundering under the Money Laundering (Jersey) Order 2008
("Money Laundering Regulations") and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof 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 Money Laundering
Regulations;
(xxiv) if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has
not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company;
or (c) disclosed such information to any person, prior to the
information being made publicly available;
(xxv) it will not deal or cause or permit any other person to
deal in all or any of its Placing Shares unless and until Admission
becomes effective;
(xxvi) it will not make any offer to the public of those Placing
Shares to be subscribed for and/or purchased (as the case may be)
by it for the purposes of the Prospectus Rules made by the FCA with
effect from 1 July 2005 pursuant to Commission Regulation (EC) No.
809/2004;
(xxvii) none of Cenkos, its affiliates and any person acting on
its behalf is making any recommendations to it, advising it
regarding the suitability of the 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 a client of Cenkos
and that Cenkos has no duties or responsibilities to it (i) similar
or comparable to the duties of "best execution" and "suitability"
imposed by the FCA's Conduct of Business Source Book or (ii) for
providing the protections afforded to Cenkos' 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 its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
(xxviii) it acknowledges and accepts that Cenkos may, in
accordance with applicable legal and regulatory provisions, engage
in transactions in relation to Placing Shares for their own account
and, except as required by applicable law or regulation, Cenkos
will not make any public disclosure in relation to such
transactions;
(xxix) it will make payment to Cenkos (as Cenkos may direct) for
the Placing Shares allocated to it in accordance with the terms and
conditions of this announcement on the due times and dates set out
in this announcement, failing which the relevant Placing Shares may
be placed with others on such terms as Cenkos may determine in its
absolute discretion without liability to the Placee and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
(xxx) it is in Cenkos' absolute discretion to agree to exercise
any of its rights under the Placing Agreement or any other right
without liability or duty to you whatsoever including, without
limitation, to extend the time, waive in full or in part the
requirement for the satisfaction of all or any of the conditions of
the Placing Agreement in accordance with its terms or the
termination of the Placing Agreement if any condition therein has
not been satisfied and otherwise to adjust the timetable for
implementation of the Placing. All times and date referred to in
this announcement are therefore subject to adjustment in accordance
with such rights;
(xxxi) the Company, Cenkos and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Cenkos on its own behalf and on behalf of the Company and are irrevocable;
(xxxii) its commitment to acquire Placing Shares on the terms
set out in this announcement will continue notwithstanding any
amendment that may in future be made to the terms and conditions 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 or Cenkos' conduct of the Placing;
(xxxiii) there are no commissions payable to Placees or by Placees in respect of Placing Shares;
(xxxiv) time is of the essence as regards its obligations under this announcement;
(xxxv) it irrevocably appoints any director of Cenkos as its
agent for the purpose of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of its Placing Shares;
(xxxvi) all documents will be sent at the Placee's risk to an
address notified to Cenkos by the Placee;
(xxxvii) it will not distribute, forward, transfer or otherwise
transmit this announcement or any part of it, or any other
materials concerning the Placing in or into an Excluded Territory
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
(xxxviii) by making an oral and legally binding offer to acquire
Placing Shares, it will be deemed to have read and understood this
announcement in its entirety and to be making such offer on the
terms and subject to the conditions in it, and to be providing the
representations, warranties and acknowledgements contained in this
announcement; and
(xxxix) this announcement and all documents into which this
announcement is incorporated by reference or otherwise validly
forms a part will be governed by and construed in accordance with
English law. All agreements to acquire Placing Shares will be
governed by English law and it submits to the exclusive
jurisdiction of the English Courts as regards any claim, dispute or
matter arising out of or relating to any such agreements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEBBBPTMBMMBLF
(END) Dow Jones Newswires
November 02, 2016 03:00 ET (07:00 GMT)
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