TIDMORIT
RNS Number : 9004S
Octopus Renewables Infra Trust PLC
19 November 2021
19 November 2021
LEI: 213800B81BFJKWM2JV13
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, BY ANY MEANS OR MEDIA IN OR INTO
OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN,
THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (OTHER THAN IRELAND AND THE NETHERLANDS (THE
"ELIGIBLE MEMBER STATES")) OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE
OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN OCTOPUS RENEWABLES INFRASTRUCTURE
TRUST PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF OCTOPUS RENEWABLES INFRASTRUCTURE TRUST PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF
THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE, AS AMED FROM TIME TO
TIME, WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED ("EUWA").
THE CONTENTS OF THIS ANNOUNCEMENT, WHICH HAVE BEEN PREPARED BY
AND ARE THE SOLE RESPONSIBILITY OF OCTOPUS RENEWABLES
INFRASTRUCTURE TRUST PLC, HAVE BEEN APPROVED BY OCTOPUS RENEWABLES
LIMITED (THE "INVESTMENT MANAGER") AS A FINANCIAL PROMOTION SOLELY
FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 ("FSMA").
Octopus Renewables Infrastructure Trust plc
("ORIT" or the "Company")
Proposed Placing of New Ordinary Shares
Octopus Renewables Infrastructure Trust plc is pleased to
announce its intention to conduct a placing of up to 70,000,000 new
Ordinary Shares ("Placing Shares") to raise gross proceeds of up to
approximately GBP73.9 million (the "Placing") at a price of 105.5
pence per New Ordinary Share (as defined below) (the "Issue
Price").
In addition to the Placing, there will be an offer made by the
Company of new Ordinary Shares on the Peel Hunt Retail Capital
Markets 'REX' portal ("REX Retail Offer Shares" and together with
the Placing Shares, the "New Ordinary Shares") at the Issue Price
(the "REX Retail Offer") to provide retail investors in the United
Kingdom with an opportunity to participate in the Company's
fundraising plans. A separate announcement will be made shortly
regarding the REX Retail Offer and its terms. For the avoidance of
doubt, the REX Retail Offer is not part of the Placing.
Highlights
-- The Company has fully committed the proceeds of the Company's
oversubscribed July 2021 fundraising
-- Placing and the REX Retail Offer to raise total gross
proceeds of up to approximately GBP73.9 million
-- The Investment Manager has identified a number of Renewable
Energy Assets with an aggregate value of approximately GBP1.5
billion which the Investment Manager considers would meet the
Company's investment policy and therefore would potentially be
suitable for acquisition by the Company ("Pipeline Assets"). The
Pipeline Assets are located in the UK, Germany, France, the
Netherlands, Spain, Sweden and Finland(1)
-- The Investment Manager has undertaken preliminary due
diligence in relation to the Pipeline Assets and has made
non-binding offers in relation to the Pipeline Assets which are not
held in Octopus Managed Funds. Pipeline Assets with a value of
approximately GBP423 million are under option and /or in advanced
or bilateral negotiations with an additional approximately GBP 1 .1
billion of Pipeline Assets over which Investment Manager has
submitted non-binding offers(1)
-- In addition to the above assets, the Investment Manager has
identified further renewable energy investments with an aggregate
value of approximately GBP3.0 billion which would potentially be
suitable for acquisition by the Company(1)
-- The maximum number of New Ordinary Shares available to be
issued pursuant to the Placing and the REX Retail Offer is
70,000,000, representing approximately 14.1% of the Company's
existing issued share capital
-- The Issue Price is 105.5 pence per New Ordinary Share. This
represents a premium of approximately 6.4% to the Company's
unaudited Net Asset Value per Ordinary Share as at 30 September
2021 of 99.16 pence per Ordinary Share
-- The Issue Price represents a discount of approximately 4.1%
to the closing price per Ordinary Share on 18 November 2021 of
110.0 pence per Ordinary Share
-- FY 2021 dividend target of 5 pence per Ordinary Share, of
which 3.75 pence has been declared or paid, with progressive
dividend target thereafter (2)
-- Interim dividend in respect of the quarter ending 31 December
2021, which is expected to be 1.25 pence per Ordinary Share, is
expected to be declared in February 2022 and paid in March 2022
(the "Q4 Dividend"). All holders of Ordinary Shares on relevant
record date in February 2022 will be entitled to receive the Q4
Dividend(3)
-- The Placing closes at 5.00 p.m. on 2 December 2021
-- Peel Hunt LLP ("Peel Hunt") is acting as the Company's sole
broker, bookrunner and REX Retail Offer co-ordinator
Phil Austin, Chairman of Octopus Renewables Infrastructure Trust
plc, commented:
"Following full commitment of the proceeds of the capital raise
earlier this year and as we approach the second anniversary of the
Company's successful IPO, we are pleased to today launch this
further fundraise. Our Investment Manager has identified a strong
pipeline of renewable energy projects across Europe that would be
suitable acquisitions for ORIT, and as energy transition becomes
even more of a focus globally, the need to capitalise on this
pipeline of opportunities becomes ever more important. We thank our
shareholders for their continued support to date as we look towards
this fundraising to further expand and diversify ORIT's
portfolio."
Expected Timetable in relation to the Placing
2021
Placing opens 19 November
Latest time and date for commitments under 5.00 p.m. on 2 December
the Placing
Publication of results of the Placing 3 December
Admission and dealings in New Ordinary Shares 8.00 a.m. on 7 December
commence
CREST accounts credited with uncertificated 7 December
Placing Shares
Where applicable, definitive share certificates 13 December
despatched by post in the week commencing
Each of the times and dates above refer to London time. Any
changes to the expected timetable set out above will be notified
by the Company through a Regulatory Information Service.
Dealing codes
TIDM: ORIT
ISIN: GB00BJM02935
SEDOL: BJM0293
For further information, please contact:
Octopus Renewables Limited (Investment Manager) Via Buchanan
Matt Setchell, Chris Gaydon, David Bird
Peel Hunt (Broker, Bookrunner & REX Retail Offer
Co-ordinator)
Liz Yong, Luke Simpson, Huw Jeremy, Angus Campbell
(Investment Banking)
Alex Howe, Chris Bunstead, Ed Welsby, Richard Harris
(Sales)
Al Rae, Sohail Akbar (Syndicate) 020 7418 8900
Buchanan (Financial PR)
Charles Ryland, George Beale, Hannah Ratcliff 020 7466 5000
PraxisIFM (Company Secretary) 020 4513 9260
About the Company
Octopus Renewables Infrastructure Trust plc is a closed-ended
investment company incorporated in England and Wales.
The Company's investment objective is to provide investors with
an attractive and sustainable level of income returns, with an
element of capital growth, by investing in a diversified portfolio
of Renewable Energy Assets in Europe and Australia.
ORIT classifies itself as an impact fund with a core impact
objective of accelerating the transition to net zero through its
investments. ORIT's ordinary shares were admitted to the premium
listing segment of the Official List of the Financial Conduct
Authority and to trading on the premium segment of the Main Market
of the London Stock Exchange on 10 December 2019.
ORIT is managed by one of the largest renewable energy investors
in Europe, Octopus Renewables Limited.
Background
Since the Company's successful launch in December 2019, the
Company has committed the IPO proceeds and fully committed the
proceeds raised pursuant to an oversubscribed secondary fundraise
completed in July 2021 through investment into a number of
Renewable Energy Assets in accordance with the Company's investment
policy. As at the date of this announcement, the Company's
portfolio comprises 28 Renewable Energy Assets with an aggregate
total capacity of 424MW of which 22 are solar assets, 5 are wind
assets and 1 is an investment into a developer. All the Renewable
Energy Assets are currently operational except for 4 wind assets
which are expected to become operational between H2 2021 and H2
2022. In addition, 9 Renewable Energy Assets have been
conditionally acquired, all of which are solar assets, and an
option agreement has been entered into for the acquisition of 2
wind assets.
As at 18 November 2021, the Company's portfolio composition
broken down by total invested basis and by MW of installed capacity
was as follows (4,5) :
Portfolio composition - by Country
Total invested MW of installed
basis capacity
------------------- -------------------
United Kingdom 27% 41%
------------------- -------------------
Sweden 10% 11%
------------------- -------------------
France 23% 34%
------------------- -------------------
Poland 13% 14%
------------------- -------------------
Spain 4% -
------------------- -------------------
Ireland 15% -
------------------- -------------------
Developer 1% -
------------------- -------------------
Finland 6% -
------------------- -------------------
Total 99% 100%
------------------- -------------------
Portfolio composition - by Technology
Total invested MW of installed
basis capacity
------------------- -------------------
Solar 54% 57%
------------------- -------------------
Wind 45% 43%
------------------- -------------------
Developer 1% -
------------------- -------------------
Total 100% 100%
------------------- -------------------
Portfolio composition - by Asset
Phase
Total invested MW of installed
basis capacity
------------------- -------------------
Operational 66% 69%
------------------- -------------------
Construction 33% 31%
------------------- -------------------
Developer 1% -
------------------- -------------------
Total 100% 100%
------------------- -------------------
Note: percentages may not add up to 100% due to rounding.
As at 18 November 2021, debt drawn by members of the Company's
Group was equal to 23.7% of the Company's Gross Asset Value (as at
30 September 2021, adjusted for acquisitions and debt drawn since
and up to 18 November 2021). In the period from 1 October 2021 to
31 December 2023, 70% of the revenues expected to be received by
the Renewable Energy Assets in the Company's portfolio are fixed
price in nature.
Recent Investment Highlights
July 2021
-- Ljungbyholm Wind Farm, Sweden
o Ljungbyholm became fully operational, with construction of the
wind farm completed on budget and on schedule
o This 48MW onshore wind farm project was the Company's first
investment and was acquired from OX2 in March 2020 as a
construction ready project
o Construction completion led to the crystallisation of a EUR6m
construction gain through discount rate reductions since
acquisition, reflecting the de-risking of the project and
demonstrating the ability to achieve enhanced returns through
successfully managing construction risks
-- Solar PV Sites, Ireland
o Conditional acquisition of five solar PV sites near Dublin,
Ireland from Statkraft
o Expected installed capacity of up to 250MW
o Completion of the acquisition is conditional upon four of the
sites becoming fully operational, which is expected to occur in H2
2022. These four sites benefit from a CFD awarded as part of the
Irish RESS-1 auction, providing fixed-price revenues until 2037
o Total consideration of c. EUR138 - EUR145 million
(approximately GBP119 - GBP125 million), payable, apart from any
deferred consideration in respect of the fifth site, on
completion
o The Company has secured a fully amortising debt facility of up
to EUR88 million (expecting GBP70 to GBP76 million to be utilised)
from Allied Irish Banks plc and La Banque Postale to part finance
the acquisition of the operational sites
August 2021
-- Simply Blue Group, Ireland
o Investment of EUR7.5m (c.GBP6.4m) into Simply Blue Holdings
Limited, the parent company of the Simply Blue Group ("SBG"). SBG
is a developer of sustainable marine projects focused on floating
offshore wind
o SBG has developed a significant pipeline of floating offshore
wind projects to-date, primarily in the waters of the UK and
Ireland. With a background in marine development, SBG also has
interests in wave energy and ancillary interests in sustainable
aquaculture. SBG is headquartered in Cork, Ireland, with offices in
the UK and the US
September - November 2021
-- Cumberhead Onshore Wind Farm, Scotland
o Completed the acquisition of the ready to build 50MW
Cumberhead wind farm in South Lanarkshire, Scotland in
September
o In October, entered into turbine supply agreement for 12
Nordex turbines
o Site works commenced with the project expected to reach full
operations in Q4 2022
o In November, entered into 10 year fixed-price PPA with
Kimberley Clark Limited
o Total consideration for the acquisition and construction is
expected to be c. GBP75 million
October 2021
-- Krzecin and Kuslin Onshore Wind Farms, Poland
o Acquired two in-construction onshore wind farms in Poland from
the PNE Group, an experienced German developer of wind projects
across Europe
o The "Krzecin" and "Kuslin" wind farms, with a combined
capacity of 58.8 MW once completed, will benefit from a high
percentage of fixed price revenues under the Polish CFD scheme,
until 2038
o Construction of the "Krzecin" wind farm in the north-west of
Poland and the "Kuslin" wind farm in western Poland commenced in Q4
2020 and these projects are expected to be commissioned in Q4 2021
and in mid-2022 respectively
o Total investment amount including debt funding for both
projects is expected to be PLN 568m (c.GBP105m). The projects are
part financed by the European Bank for Reconstruction and
Development and BayernLB
-- Saunamaa and Suolakangas Onshore Wind Farms, Finland
o Entered into call option agreement over the Saunamaa and
Suolakangas wind farms in Finland, including payment of a GBP45
million deposit (refundable should the acquisition not
complete)
o The two wind farms have a combined installed capacity of
71.4MW, and are in the final stages of commissioning. The
acquisition under the option agreement is expected to take place in
late 2021
o These sites form part of the pipeline assets under exclusivity
disclosed in the Company's prospectus dated 10 June 2021
Reasons for the Placing and the REX Retail Offer and use of
proceeds
As outlined above, the Company has fully committed the proceeds
of the July fundraise and continues to have access to a significant
pipeline of investment opportunities. The Investment Manager has
identified the Pipeline Assets, which have a value of approximately
GBP1.5 billion and are located in the UK, Germany, France, the
Netherlands, Spain Sweden and Finland. Within these investment
opportunities, Pipeline Assets with a value of approximately GBP423
million are under option and/or in advanced or bilateral
negotiations with an additional approximately GBP1.1 billion of
Pipeline Assets over which Investment Manager has submitted
non-binding offers(1) .
The following tables provide an overview only of some of the
characteristics of the Pipeline Assets the Investment Manager is
targeting on behalf of the Company, which may or may not form part
of the Company's portfolio of Renewable Energy Assets:
Pipeline Assets under option and/or in advanced or bilateral
negotiations
Investment
Size Size
Country Technology Status (GBP millions) (MW) Assets Support Scheme/PPA
============ ============== ============ =============== ===== ====== ==================
Finland Wind Onshore Operational 112 71 2 Merchant/CPPA
------------ -------------- ------------ --------------- ----- ------ ------------------
UK Wind Onshore Development 8 n/a* n/a* n/a
------------ -------------- ------------ --------------- ----- ------ ------------------
UK Wind Onshore Operational 155 134 6 ROCs
------------ -------------- ------------ --------------- ----- ------ ------------------
Netherlands Wind Offshore Operational 85 732 1 CFD
------------ -------------- ------------ --------------- ----- ------ ------------------
UK Wind Onshore Operational 39 46 1 Merchant/CPPA
------------ -------------- ------------ --------------- ----- ------ ------------------
Spain Solar Operational 24 30 2 Merchant/CPPA
------------ -------------- ------------ --------------- ----- ------ ------------------
TOTAL 423 1013 12
---------------------------------------- --------------- ----- ------ ------------------
Pipeline Assets subject to non-binding offers
Investment
Size
(GBP Size
Country Technology Status millions) (MW) Assets Support Scheme/PPA
======== ============= ============= ========== ====== ====== ==================
France Solar Development 180 n/a(*) n/a(*) Merchant/CPPA
-------- ------------- ------------- ---------- ------ ------ ------------------
UK Solar Construction 59 121 2 Merchant/CPPA
-------- ------------- ------------- ---------- ------ ------ ------------------
UK Solar Construction 26 50 1 Merchant/CPPA
-------- ------------- ------------- ---------- ------ ------ ------------------
UK Solar Construction 150 300 6 Merchant/CPPA
-------- ------------- ------------- ---------- ------ ------ ------------------
France Wind Onshore Construction 85 36 3 CFD
-------- ------------- ------------- ---------- ------ ------ ------------------
UK Mixed Operational 163 93 19 ROCs/FIT
-------- ------------- ------------- ---------- ------ ------ ------------------
UK Mixed Operational 61 48 8 ROCs/FIT
-------- ------------- ------------- ---------- ------ ------ ------------------
Germany Wind Onshore Operational 140 78 4 CFD
-------- ------------- ------------- ---------- ------ ------ ------------------
Germany Solar Construction 20 29 1 CFD
-------- ------------- ------------- ---------- ------ ------ ------------------
France Wind Onshore Operational 135 66 4 CFD
-------- ------------- ------------- ---------- ------ ------ ------------------
Sweden Wind Onshore Construction 42 30 1 Merchant/CPPA
-------- ------------- ------------- ---------- ------ ------ ------------------
TOTAL 1,061 851 58
------------------------------------ ---------- ------ ------ ------------------
*No information regarding size or number of assets is included
as this is not applicable to Pipeline Assets which are Development
Renewable Energy Assets.
In addition to the above assets, the Investment Manager has
identified further renewable energy investments with an aggregate
value of approximately GBP 3.0 billion which would potentially be
suitable for acquisition by the Company. The Investment Manager has
not yet completed preliminary due diligence nor have offers
(binding or non-binding) been made in relation to such potential
investments. The Investment Manager will source additional
Renewable Energy Assets on an ongoing basis.
Accordingly, in order, inter alia, to allow the Company to
continue to take advantage of such investment opportunities and in
light of ongoing demand for the Ordinary Shares, the Board is
launching the Placing and later today will launch the REX Retail
Offer.
The Directors intend to use the net proceeds from the Placing
and the REX Retail Offer to repay all outstanding monies, if any,
which have been drawn down under the Group's GBP150 million
Revolving Credit Facility. As at the date of this announcement, no
amount has been drawn down under the Revolving Credit Facility. The
net proceeds of the Placing and the REX Retail Offer in excess of
the amount drawn down under the Revolving Credit Facility (if any)
shall be deployed to satisfy the Group's investment obligations in
relation to the Spanish Solar Assets and the Irish Solar Assets
which total approximately GBP80 to GBP85 million, excluding
acquisition debt, as at the date of this announcement, to fund
construction costs in relation to the Cumberhead Wind Farm in
Scotland, or to purchase investments which are consistent with the
Company's investment objective and investment policy.
The Directors believe that the Placing and the REX Retail Offer
will have the following benefits for Shareholders and the
Company:
-- the additional assets forming the pipeline identified by the
Investment Manager, if acquired, are expected to further diversify
the Company's portfolio of Renewable Energy Assets in terms of
geography, technology, regulatory regime and Offtaker;
-- the Placing and the REX Retail Offer are expected to broaden
the Company's investor base and enhance the size and liquidity of
the Company's share capital; and
-- the fixed operating costs of the Company will be spread over
a larger capital base, thereby reducing the Company's ongoing
charges ratio.
The Investment Manager and the Board believe that, with the
Investment Manager's experience and the preparatory work undertaken
by it to date, suitable assets will be identified, assessed and
acquired such that the net proceeds of the Placing and the REX
Retail Offer will be substantially committed by Q1 2022.
Overview of the Placing and the REX Retail Offer
Pursuant to the Placing and REX Retail Offer, the Company may
issue up to 70,000,000 New Ordinary Shares to raise up to
approximately GBP73.9 million (gross) or approximately GBP72.4
million (net of expenses) at the Issue Price of 105.5 pence per
Ordinary Share. Each of the Placing and the REX Retail Offer is not
pre-emptive.
The Placing will commence immediately following this
announcement and will be closed at 5.00 p.m. on 2 December 2021 but
may be closed earlier or later at the discretion of Peel Hunt. A
separate announcement will be made shortly regarding the REX Retail
Offer and its terms. For the avoidance of doubt, the REX Retail
Offer is not part of the Placing.
Applications will be made to the Financial Conduct Authority and
the London Stock Exchange for all of the New Ordinary Shares to be
admitted to listing on the premium listing segment of the Official
List and to trading on the premium segment of the Main Market of
the London Stock Exchange respectively. It is expected that
Admission will become effective and dealings in the New Ordinary
Shares will commence at 8.00 a.m. on 7 December 2021. The Placing
Shares will, following Admission, rank pari passu in all respects
with the existing Ordinary Shares and the REX Retail Offer Shares.
Subscribers will be entitled to the Q4 2021 dividend, expected to
be declared at 1.25p per Ordinary Share in February 2022 and paid
in March 2022.(3)
The Issue Price is calculated by reference to the net asset
value per Ordinary Share as at 30 September 2021 (unaudited) of
99.16 pence plus a premium .
The maximum number of Placing Shares that can be issued to
institutional investors pursuant to the Placing is 70,000,000. This
maximum number is governed by the maximum number of shares that can
be issued by the Company pursuant to the authorities to allot on a
non-pre-emptive basis granted by the Company's shareholders at its
general meeting held on 8 April 2021 (such authority to expire at
the conclusion of the annual general meeting to be held in 2022).
This maximum number of Placing Shares represents approximately
14.1% of the Company's current total issued share capital. The
maximum number of Placing Shares issued pursuant to the Placing
will be reduced by the number of REX Offer Retail Shares issued
under the REX Retail Offer. It is a term of the REX Retail Offer
that the total value of the REX Retail Offer Shares available for
subscription at the Issue Price does not exceed the Sterling
equivalent of EUR8 million. The Company reserves the right to scale
back any order at its discretion.
Peel Hunt has agreed to use its reasonable endeavours to procure
Placees pursuant to the Placing for the Placing Shares at the Issue
Price on the terms and subject to the conditions set out in the
placing agreement which has been entered into between, inter alia,
the Company and Peel Hunt. The Placing is not being underwritten.
In the event that commitments under the Placing exceed the maximum
number of Placing Shares available, applications under the Placing
will be scaled back. The Placing is conditional upon, inter alia,
Admission occurring not later than 8.00 a.m. on 7 December 2021 (or
such later date and time as may be agreed between the Company and
Peel Hunt, not being later than 31 December 2021).
The terms and conditions that apply to any subscription for
Placing Shares procured pursuant to the Placing are set out in the
Appendix to this announcement.
Key Investment Risks
An investment in the Company will place capital at risk. The
value of investments, and any income, can go down as well as up, so
investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered
a reliable indicator of future results. Actual performance will,
among other things, depend on factors such as wholesale power
prices, power purchase agreements, regulatory environment,
government incentives, exchange rates, inflation, grid connections,
asset concentrations and site performance.
The Company will invest in renewable assets under construction
and may invest into renewable assets which are in development and,
therefore, may be exposed to certain risks, such as permit
rejection, lack of grid capacity, cost overruns, construction delay
and construction defects, which may be outside the Company's
control.
Investment valuation is based on financial projections for the
Company's relevant Renewable Energy Assets. Projections will
primarily be based on the Investment Manager's assessment and are
only estimates based on assumptions made at the time of the
projection.
Notes:
(1) There is no assurance that any of the assets which make up
the pipeline will remain available for purchase after Admission or,
if available, at what price (if a price can be agreed at all) the
investments can be acquired by the Company. Following Admission the
Company may or may not purchase any pipeline assets. Investments
not comprised in the pipeline assets may also become available.
(2) The dividend and return targets stated are targets only and
not profit forecasts. There can be no assurance that these targets
will be met, or that the Company will make any distributions at all
and they should not be taken as an indication of the Company's
expected future results. The Company's actual returns will depend
upon a number of factors, including but not limited to the
Company's net income and level of ongoing charges. Accordingly,
potential investors should not place any reliance on these targets
and should decide for themselves whether or not the target dividend
and target net total shareholder return are reasonable or
achievable. Investors should note that references in this document
to "dividends" and "distributions" are intended to cover both
dividend income and income which is designated as an interest
distribution for UK tax purposes and therefore subject to the
interest streaming regime applicable to investment trusts.
(3) There can be no assurance that the Q4 Dividend will be paid
and the statement in respect of the expected Q4 Dividend should not
be taken as an indication of the Company's expected future results
and is not a profit forecast.
(4) Portfolio composition on a total invested basis in line with
the Company's investment policy (including the amount committed to
the conditional acquisitions in Spain, Ireland and Finland) as at
18 November 2021 based on unaudited valuations at 30 September 2021
or investment cost where investment was made after 30 September
2021. The investments are valued on an unlevered basis and
including amounts committed but not yet incurred.
(5) Portfolio composition by MW on a current invested basis (and
therefore exclude the amount committed to the conditional
acquisitions in Spain, Ireland and Finland) as at 18 November
2021.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
IMPORTANT NOTICES
This announcement, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the
Republic of South Africa, any Ineligible Member State or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under the applicable state securities laws of the United
States and may not be offered or sold directly or indirectly in or
into the United States or to or for the account or bene t of any US
person (within the meaning of Regulation S under the US Securities
Act) (a "US Person"). No public o ering of the Placing Shares is
being made in the United States. The Placing Shares are being o
ered and sold outside the United States in "o shore transactions",
as de ned in, and in compliance with, Regulation S under the US
Securities Act.
This announcement, including the Appendix, does not constitute
an offer to sell or issue or a solicitation of an offer to buy or
subscribe for Placing Shares in any jurisdiction including, without
limitation, the United States, Australia, Canada, New Zealand,
Japan, the Republic of South Africa, any Ineligible Member State or
any other jurisdiction in which such offer or solicitation is or
may be unlawful (a "Restricted Jurisdiction"). This announcement
and the information contained herein are not for publication or
distribution, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction. No
action has been taken by the Company, Peel Hunt or any of their
Affiliates that would permit an offer of the Placing Shares or
possession or distribution of this announcement or any other
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this announcement are required to inform themselves about
and to observe any such restrictions.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States. Persons receiving this announcement
(including custodians, nominees and trustees) must not forward,
distribute, mail or otherwise transmit it in or into the United
States or use the United States mails, directly or indirectly, in
connection with the Placing. No money, securities or other
consideration from any person inside the United States is being
solicited and, if sent in response to the information contained in
this announcement, will not be accepted.
Members of the public are not eligible to take part in the
Placing. This announcement and the terms and conditions set out and
referred to herein are directed only at persons selected by Peel
Hunt who are (a) if in the United Kingdom, persons who (i) are
"qualified investors", as defined in the UK version of Regulation
(EU) 2017/1129 as amended from time to time which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018, as amended
(the "UK Prospectus Regulation") (ii) 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
amended (the "FPO") or fall within the definition of "high net
worth companies, unincorporated associations etc" in Article
49(2)(a) to (d) of the FPO; and (iii) are a "professional client"
or an "eligible counterparty" within the meaning of Chapter 3 of
the FCA's Conduct of Business Sourcebook; or (b) persons in the
Eligible Member States who are "professional investors" for the
purposes of Directive 2011/61/EU as amended (the "AIFMD") and
qualified investors within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); or (c)
otherwise persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "Relevant
Persons"). By accepting the terms of this announcement, you
represent and agree that you are a Relevant Person. This
announcement may not be distributed in any Ineligible Member
State.
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this announcement or the Placing relates is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this announcement are for
information purposes only.
The Company is established in the United Kingdom and is
supervised by the Financial Conduct Authority and investors should
note that neither the Company nor any investment in the Company is
or will be authorised, regulated or supervised by the Central Bank
of Ireland (the "Central Bank"). Accordingly, the Central Bank has
not set any limits or other restrictions on the investment
objectives, the investment policies or on the degree of leverage
which may be employed by the Company and the Central Bank is not
responsible for the contents of this announcement. This
announcement does not, and shall not be deemed to, constitute an
invitation to the public in Ireland to purchase interests in the
Company.
The offer of Placing Shares of the Company in Ireland and the
distribution of this announcement may only be made in compliance
with and subject to the conditions for the marketing of alternative
investment funds in Ireland under the AIFMD in Ireland. The offer
of Placing Shares of the Company in Ireland may be directed only to
persons who qualify as "Professional Investors" as defined in the
AIFMD in Ireland and otherwise in accordance with Commission
Delegated Regulation 231/2013, the Irish European Union
(Alternative Investment Fund Managers) Regulations 2013 (S.l. no
257 of 2013), as amended and any rules issued by the Central Bank
pursuant thereto.
This announcement does not constitute a prospectus within the
meaning of and has not been prepared in accordance with the EU
Prospectus Regulation and it has not been reviewed, prior to it
being issued, by the Central Bank of Ireland or other regulatory
authority in Ireland, and therefore may not contain all the
information required where a document is prepared pursuant to the
EU Prospectus Regulation.
Prospective investors are advised that rules designed for the
protection of retail investors do not apply to an investment in the
Company and that investment in the Company is not covered by
investor compensation regulations under Irish regulations. Each
investor should consult his own counsel and accountant for advice
concerning the various legal, tax and economic considerations
relating to his investment.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
This announcement is a financial promotion and is not intended
to be investment advice. The content of this announcement, which
has been prepared by and is the sole responsibility of the Company,
has been approved by Octopus Renewables Limited, which is
authorised and regulated by the FCA, solely for the purposes of
section 21(2)(b) of the Financial Services and Markets Act 2000 (as
amended).
No representation or warranty, express or implied, is or will be
made by the Company, Peel Hunt, or by any of their respective
partners, directors, o cers, employees, advisers, consultants or a
liates as to or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to any interested person or its advisers, and any
liability therefore is expressly disclaimed. None of the
information in this announcement has been independently veri ed or
approved by Peel Hunt or any of its partners, directors, o cers,
employees, advisers, consultants or a liates. Save for any
responsibilities or liabilities, if any, imposed on Peel Hunt by
FSMA or by the regulatory regime established under it, no
responsibility or liability is accepted by Peel Hunt or any of its
partners, directors, o cers, employees, advisers, consultants or a
liates for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage su ered or
incurred howsoever arising, directly or indirectly, from any use of
this announcement or its contents or otherwise in connection with
this announcement or from any acts or omissions of the Company in
relation to the Placing.
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", "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.
Any indication in this announcement of the price at which the
ordinary shares of the Company have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings or target dividend per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the
Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting as the sole bookrunner to the Company
in respect of the Placing. Peel Hunt is acting exclusively for the
Company and for no-one else in connection with the Placing and the
matters referred to herein, and will not be treating any other
person as its client, in relation thereto and will not be
responsible for providing the regulatory protections a orded to its
customers nor for providing advice in connection with the Placing
or any other matters referred to herein. Peel Hunt is not making
any representation or warranty, express or implied, as to the
contents of this announcement. Peel Hunt has not authorised the
contents of, or any part of, this announcement, and no liability
whatsoever is accepted by Peel Hunt for the accuracy of any
information or opinions contained in this announcement or for the
omission of any material information.
The Appendix to this announcement (which forms part of this
announcement) sets out the terms and conditions of the Placing. By
participating in the Placing, each person who is invited to and who
chooses to participate in the Placing by making or accepting an
oral and legally binding o er to acquire Placing Shares will be
deemed to have read and understood this announcement in its
entirety (including the Appendix) and to be making such o er on the
terms and subject to the conditions set out in this announcement
and to be providing the representations, warranties, undertakings,
indemnities acknowledgements and agreements contained in the
Appendix.
None of Peel Hunt, the AIFM nor the Investment Manager, 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. Peel Hunt, the AIFM and the Investment Manager, 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.
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.
DATA PROTECTION
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 Company's website
https://octopusrenewablesinfrastructure.com/privacy-notice/ .
Each Placee acknowledges that it has read and understood the
processing activities carried out by the Company as informed in the
referred Privacy Notice.
DEFINITIONS USED IN THIS ANNOUNCEMENT
"Admission" admission of the Placing Shares to the Official
List becoming effective in accordance with
the Listing Rules and the admission of such
shares to trading on the London Stock Exchange's
main market for listed securities becoming
effective in accordance with the Admission
and Disclosure Standards;
"Admission and Disclosure the "Admission and Disclosure Standards"
Standards" of the London Stock Exchange containing,
among other things, the admission requirements
to be observed by companies seeking admission
to trading on the London Stock Exchange's
main market for listed securities;
"AIFM" Octopus AIF Management Limited, being the
alternative investment fund manager of the
Company;
"Affiliate" an affiliate of, or person affiliated with,
a specified person being a person that directly,
or indirectly through one or more intermediaries,
controls or is controlled by, or is under
common control with, the person specified
and shall including their respective directors,
officers and employees;
"Board" or "Directors" the directors of the Company;
"Business Day" a day (excluding Saturdays, Sundays or public
holidays in United Kingdom) on which banks
generally are open in London for the transaction
of business;
"certificated" or where a security is not held in uncertificated
"in certificated form" form (i.e. not in CREST);
"CFD" contract for difference;
"Company" Octopus Renewables Infrastructure Trust plc;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755);
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the Operator (as defined in the CREST
Regulations);
"Cumberhead Wind Farm" a Renewable Energy Asset with a total installed
capacity, once constructed, of 50MW conditionally
acquired by the Group as a construction ready
project in June 2021 and acquired in September
2021 and located in Cumberhead, Scotland;
"Development Renewable assets which are not operational, in construction
Energy Assets" or construction ready (i.e. project that
do not yet have in place the required grid
access rights, land consents, planning and
regulatory consents), as well as investment
into development pipelines and developers;
"Eligible Member State" Ireland and the Netherlands;
"ERISA" the US Employee Retirement Income Security
Act of 1974, as amended;
"Euroclear" Euroclear UK & International Limited, the
operator of CREST;
"EUWA" the European Union (Withdrawal) Act 2018,
as amended;
"FCA" the Financial Conduct Authority of the United
Kingdom;
"FSMA" the Financial Services and Markets Act 2000;
"Ineligible Member any member state of the European Economic
State" Area which is not an Eligible Member State;
"Intermediaries" any intermediary financial institutions that
are appointed by the Company in connection
with the REX Retail Offer and "Intermediary"
shall mean any one of them;
"Irish Solar Assets" a portfolio of five Renewable Energy Assets
located in Ireland with a total installed
capacity, once constructed, of up to 250MW
conditionally acquired by the Group in July
2021 with completion to occur once four of
the sites become fully operational;
"Listing Rules" the Listing Rules made by the FCA under Part
VI of FSMA;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the new Ordinary Shares to be issued pursuant
to the Placing or the REX Retail Offer;
"Octopus Energy Group" Octopus Energy Group Limited and its subsidiaries
from time to time;
"Octopus Group" Octopus Capital Limited and its subsidiaries
from time to time, including the AIFM;
"Octopus Managed Funds" funds, finance vehicles or accounts managed
or advised by a member or members of the
Octopus Group or the Octopus Energy Group;
"Official List" the Official List of the FCA pursuant to
Part VI of FSMA;
"Offtaker" a purchaser of electricity and/or renewable
obligation certificates under a power purchase
agreement;
"Ordinary Shares" the ordinary shares of GBP0.01 each in the
capital of the Company, having such rights
and being subject to such restrictions as
are contained in the Company's articles of
association;
"Peel Hunt" Peel Hunt LLP, acting as the Company's sole
broker, bookrunner in relation to the Placing
and co-ordinator in relation to the REX Retail
Offer;
"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 and Offer the placing and offer agreement dated on
Agreement" or around the date of this announcement between
the Company, the AIFM, the Investment Manager
and Peel Hunt;
"Placing Shares" up to 70,000,000 New Ordinary Shares to be
issued pursuant to the Placing;
"Registrar" Computershare Investor Services PLC;
"Renewable Energy renewable energy assets in Europe and Australia,
Assets" comprising (i) predominantly assets which
generate electricity from renewable energy
sources, with a particular focus on onshore
wind farms and photovoltaic solar parks,
and (ii) non-generation renewable energy
related assets and businesses;
"Revolving Credit the credit agreement dated 19 November 2020
Facility" and made between ORIT Holdings II Limited
(a wholly owned subsidiary of the Company)
(as borrower), Banco de Sabadell, S.A., London
Branch, Intesa SanPaolo S.P.A., London Branch,
National Australia Bank Limited, London Branch
and National Westminster Bank PLC (as original
lenders and arrangers), and National Westminster
Bank PLC (as agent and security agent);
"Spanish Solar Assets" a portfolio of four Renewable Energy Assets
located in Spain with a total installed capacity,
once constructed, of 175MW conditionally
acquired by the Group in September 2020 with
completion to occur once the sites reach
construction ready status;
"uncertificated" or recorded on the register of members of the
"in uncertificated Company as being held in uncertificated form
form" pursuant to the CREST Regulations;
"United Kingdom" or the United Kingdom of Great Britain and Northern
"UK" Ireland;
"US Code" the US Internal Revenue Code of 1986, as
amended; and
"US Investment Company the US Investment Company Act of 1940, as
Act" amended.
APPIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX, AND THE INFORMATION IN
IT, IS RESTRICTED, AND EXCEPT AS SET OUT BELOW IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO A RESTRICTED JURISDICTION.
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY PEEL
HUNT WHO ARE (A) IF IN THE UNITED KINGDOM, PERSONS WHO (I) ARE
QUALIFIED INVESTORS, AS DEFINED IN THE UK PROSPECTUS REGULATION
(II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FPO OR FALL WITHIN THE
DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; AND (III)
ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN
THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS
SOURCEBOOK; OR (B) PERSONS IN THE ELIGIBLE MEMBER STATES WHO ARE
"PROFESSIONAL INVESTORS" FOR THE PURPOSES OF THE AIFMD AND
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION; OR (C) OTHERWISE PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS
AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS.
THE ATTENTION OF ALL PROSPECTIVE INVESTORS IS DRAWN TO
DISCLOSURES REQUIRED TO BE MADE UNDER THE ALTERNATIVE INVESTMENT
FUND MANAGERS REGULATIONS 2013 (AS AMED BY THE ALTERNATIVE
INVESTMENT FUND MANAGERS (AMMENT ETC.) (EU EXIT) REGULATIONS 2019)
AND THE INVESTMENT FUNDS SOURCEBOOK ("FUND") FORMING PART OF THE
FCA HANDBOOK (THE "UK AIFM REGIME") AND UNDER THE AIFMD WHICH ARE
SET OUT ON THE COMPANY'S WEBSITE (INCLUDING AS SET OUT IN ITS MOST
RECENT ANNUAL REPORT AND ACCOUNTS), WHICH WILL ALSO SET OUT (IF
APPLICABLE) ANY PERIODIC UPDATES REQUIRED UNDER THE RULES IN FUND
AND THE AIFMD.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY
BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO.
The Placing Shares have not been and will not be registered
under the US Securities Act or under the applicable state
securities laws of the United States and may not be offered or sold
directly or indirectly in or into the United States or to or for
the account or bene t of any US Person. No public o ering of the
Placing Shares is being made in the United States. The Placing
Shares are being o ered and sold outside the United States in "o
shore transactions", as de ned in, and in compliance with,
Regulation S under the US Securities Act. In addition, the Company
has not been, and will not be, registered under the US Investment
Company Act.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States. Persons receiving this announcement
(including custodians, nominees and trustees) must not forward,
distribute, mail or otherwise transmit it in or into the United
States or use the United States mails, directly or indirectly, in
connection with the Placing. No money, securities or other
consideration from any person inside the United States is being
solicited and, if sent in response to the information contained in
this announcement, will not be accepted.
This announcement does not constitute or form part of an o er to
sell or issue or a solicitation of an o er to buy or subscribe for
or otherwise acquire any securities in any jurisdiction including,
without limitation, the Restricted Jurisdictions. This announcement
and the information contained in it is not for publication or
distribution, directly or indirectly, to persons in a Restricted
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction. This
announcement may not be distributed in any Ineligible Member
State.
No action has been taken by the Company, the AIFM, the
Investment Manager, Peel Hunt or any of their respective Affiliates
that would permit an offer of the Placing Shares or possession or
distribution of this announcement or any other publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons receiving this announcement
are required to inform themselves about and to observe any such
restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Any indication in this announcement of the price at which the
ordinary shares of the Company have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings or target dividend per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the
Company.
Information to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"); and the product governance
requirements contained within Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements and UK 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 (a) retail
investors, (b) investors who meet the criteria of professional
clients as defined in MiFID II and Regulation (EU) NO 600/2014 as
it forms part of United Kingdom domestic law by virtue of the EUWA
and (c) eligible counterparties, each as defined in MiFID II and
the FCA's Conduct of Business Sourcebook ("COBS"); and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II and the UK Product Governance Requirements
(the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
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, Peel Hunt 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 and COBS; 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.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for affording advice in relation to the
Placing, or any other matters referred to herein.
By participating in the Placing, each Placee by making or
accepting an oral or written offer to take up Placing Shares is
deemed to have read and understood this announcement in its
entirety (including this Appendix) and to be providing the
representations, warranties, undertakings, agreements and
acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF
PLACING SHARES.
Participation in, and principal terms of, the bookbuilding
process
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by Peel Hunt.
Peel Hunt and its respective Affiliates are entitled to participate
as Placees in the bookbuilding process.
The books will open at 8.00 a.m. (London time) on 19 November
2021 and are expected to close at 5.00 p.m. (London time) on 2
December 2021 but may be closed earlier (or later) at the absolute
discretion of the Company, in consultation with Peel Hunt, who is
acting as sole bookrunner in connection with the Placing. A further
announcement will be made following the close of the bookbuilding
process detailing the total number of Placing Shares which are
being placed. Peel Hunt may, in agreement with the Company, accept
bids that are received after the bookbuilding process has
closed.
A bid in the bookbuilding process will be made on the terms and
conditions in this announcement and will be legally binding on the
Placee on behalf of which it is made and, except with Peel Hunt's
consent, will not be capable of variation or revocation after the
close of the bookbuilding process.
A Placee who wishes to participate in the bookbuilding process
should communicate its bid by telephone or in writing to the usual
sales contact at Peel Hunt. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at the Issue Price. If successful, Peel Hunt will re-contact and
confirm orally or in writing to Placees following the close of the
bookbuilding process the size of their respective allocations and a
trade confirmation will be dispatched as soon as possible
thereafter. Peel Hunt's oral or written confirmation of the size of
allocations will constitute an irrevocable legally binding
agreement in favour of the Company and Peel Hunt pursuant to which
each such Placee will be required to accept the number of Placing
Shares allocated to the Placee at the Issue Price and otherwise on
the terms and subject to the conditions set out herein and in
accordance with the Company's articles of association. Each
Placee's allocation and commitment will be evidenced by a trade
confirmation issued to such Placee by Peel Hunt. The terms of this
Appendix will be deemed incorporated in that trade confirmation.
Each such Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Peel Hunt, to pay it or (as it may
direct) one of its Affiliates in cleared funds an amount equal to
the product of the Issue Price and the number of Placing Shares
allocated to such Placee.
The Company reserves the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing after consultation with Peel
Hunt. Peel Hunt also reserves the right not to accept offers to
subscribe for Placing Shares or to accept such offers in part
rather than in whole. The acceptance of offers shall be at the
absolute discretion of Peel Hunt. Peel Hunt shall be entitled to
effect the Placing by such alternative method to the bookbuilding
process as it shall in its absolute discretion determine. The
Company reserves the right (upon consultation with Peel Hunt) to
reduce the amount to be raised pursuant to the Placing.
To the fullest extent permissible by law, neither Peel Hunt nor
any of its Affiliates nor any person acting on its behalf shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, neither
Peel Hunt, nor any of its Affiliates nor any person acting on its
behalf shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of
the bookbuilding process or of such alternative method of effecting
the Placing as Peel Hunt and the Company may determine. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares.
Each Placee's obligations will be owed to the Company and to
Peel Hunt. Following the oral or written confirmation referred to
above, each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Company and Peel
Hunt as agent of the Company, to pay to Peel Hunt (or as it may
direct) in cleared funds an amount equal to the product of the
Issue Price and the number of Placing Shares such Placee has agreed
to acquire. Peel Hunt will procure the allotment of the Placing
Shares to each Placee following each Placee's payment to Peel Hunt
of such amount.
All obligations of Peel Hunt under the Placing will be subject
to fulfilment of the conditions referred to below under "Conditions
of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing and Offer Agreement
becoming unconditional and not having been terminated in accordance
with its terms.
The obligations of Peel Hunt under the Placing and Offer
Agreement are conditional, inter alia, on Admission occurring not
later than 8.00 a.m. on 7 December 2021 or such later time and/or
date as may be agreed between the Company, the Investment Manager
and Peel Hunt, not being later than 8.00 a.m. on 31 December
2021.
If (a) the conditions are not fulfilled (or to the extent
permitted under the Placing and Offer Agreement waived by Peel
Hunt), or (b) the Placing and Offer Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof. Neither Peel Hunt, nor the Company, nor any of their
respective Affiliates 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 it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition in the Placing and Offer Agreement or in respect of the
Placing generally.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Right to terminate under the
Placing and Offer Agreement", and will not be capable of rescission
or termination by the Placee.
Right to terminate under the Placing and Offer Agreement
Peel Hunt may, at any time before Admission, terminate the
Placing and Offer Agreement by giving notice to the Company, the
AIFM and the Investment Manager if, inter alia:
1. there has been a breach by the Company, the AIFM or the
Investment Manager of any of the terms of the Placing and Offer
Agreement which is material in the context of the Placing and/or
the REX Retail Offer and such breach cannot be remedied or (if
capable of remedy) has not been remedied prior to Admission;
2. in the good faith opinion of Peel Hunt, there has been any
development or event (or any development or event involving a
prospective change of which the Company, the AIFM or the Investment
Manager, as applicable, is aware) which will or is likely to have a
material adverse effect on the financial or trading position or
prospects of the Company, the AIFM or the Investment Manager
(whether or not foreseeable at the date of the Placing and Offer
Agreement); or
3. 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, in each
case which, in the opinion of Peel Hunt (acting in good faith), is
material in the context of the Company and its business.
By participating in the Placing, each Placee agrees with Peel
Hunt that the exercise by Peel Hunt of any right of termination or
other discretion under the Placing and Offer Agreement shall be
within the absolute discretion of Peel Hunt and that Peel Hunt need
not make any reference to the Placees in this regard and that, to
the fullest extent permitted by law, Peel Hunt shall have no
liability whatsoever to the Placees in connection with any such
exercise.
No Prospectus
The prospectus comprising a summary, registration document and
securities note dated 10 June 2021 may not be relied upon in
relation to this Placing. No offering document or prospectus has
been or will be prepared in relation to the Placing and no such
prospectus is required (in accordance with the EU Prospectus
Regulation or the UK Prospectus Regulation) to be published and
Placees' commitments will be made solely on the basis of the
information contained in this announcement and information that has
been published by or on behalf of the Company by notification to a
Regulatory Information Service (as defined in the Listing Rules) in
accordance with the FCA's Disclosure Guidance and Transparency
Rules, the Market Abuse Regulation (EU Regulation No. 596/2014)
("MAR") and MAR as it forms part of United Kingdom law by virtue of
the EUWA ("UK MAR") (collectively "Exchange Information"). 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 to Peel Hunt and the Company that it
has neither received nor relied on any information (other than the
Exchange Information), representation, warranty or statement made
by or on behalf of Peel Hunt (other than the amount of the relevant
Placing participation in the oral or written confirmation given to
Placees and the trade confirmation referred to below), any of its
Affiliates, any persons acting on its behalf or the Company and
neither Peel Hunt nor any of its Affiliates, any persons acting on
its behalf, nor the Company will be liable for the decision of any
Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges to and agrees with Peel Hunt for
itself and as agent for the Company that, except in relation to the
information contained in this announcement, it has relied on its
own investigation of the business, financial or other position of
the Company in deciding to participate 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
GB00BJM02935) following Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions.
Peel Hunt reserves the right to require settlement for and delivery
of the Placing Shares to Placees by such other means that it deems
necessary, if delivery or settlement is not possible or practicable
within the CREST system within the timetable set out in this
announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee to
Peel Hunt and settlement instructions. Placees should settle
against CREST ID: 871. It is expected that such trade confirmation
will be despatched on 3 December 2021 and that this will also be
the trade date. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions which it has in place with Peel Hunt.
It is expected that settlement will be on 7 December 2021 on a
DVP basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by Peel Hunt.
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 the base rate of
LIBOR as determined by Peel Hunt.
Each Placee is deemed to agree that if it does not comply with
these obligations, Peel Hunt may sell any or all of the Placing
Shares allocated to the Placee on such Placee's behalf and retain
from the proceeds, for Peel Hunt's own account and profit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The Placee will, however, remain liable for any
shortfall below the aggregate amount owed by such Placee and it may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf and any amount
required to cover dealing costs and/or commissions necessarily or
reasonably incurred by Peel Hunt in respect of such sale. Such
Placee shall remain liable and shall indemnify Peel Hunt (as agent
for the Company) on demand for the full amount of any losses and of
any costs which it may su er or incur as a result of Peel Hunt (a)
not receiving payment in full for such Placing Shares by the
required time, and/or (b) the sale of any such Placing Shares to
any other person at whatever price and on whatever terms actually
obtained for such sale by or for Peel Hunt. By communicating a bid
for Placing Shares, each Placee confers on Peel Hunt all such
authorities and powers necessary to carry out any such sale and
agrees to ratify and con rm all actions which Peel Hunt lawfully
takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee 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 the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Peel Hunt nor the Company
shall be responsible for the payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations and Warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents, warrants and acknowledges that it has read and
understood this announcement (including the Appendix) in its
entirety and that its participation in the bookbuilding process and
the Placing and its subscription for Placing Shares is subject to
and based upon all the terms, conditions, representations,
warranties, indemnities, acknowledgements, agreements and
undertakings contained herein and not in reliance on any
representations, warranties or statements made at any time by any
person in connection with Admission, the Company, the Placing or
otherwise);
2. acknowledges that the prospectus dated 10 June 2021 may not
be relied upon in relation to this Placing; no prospectus or
offering document has been or will be prepared in connection with
the Placing; and it has not received and will not receive a
prospectus or other offering document in connection with the
bookbuilding process, the Placing or the Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, Peel Hunt, their respective Affiliates and any
person acting on their behalf 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 announcement and further agrees that the
provisions of this announcement shall survive after completion of
the Placing;
4. acknowledges that the Ordinary Shares are admitted to the
premium listing segment of the Official List of the FCA and
admitted to trading on the premium segment of the main market of
the London Stock Exchange, and the Company is therefore required to
publish Exchange Information and that the Placee is able to obtain
or access the Exchange Information without undue difficulty;
5. represents, warrants and agrees that if the laws of any
territory or jurisdiction outside the United Kingdom are applicable
to its agreement to subscribe for the Placing Shares that it has
complied with all such laws, obtained all governmental and other
consents which may be required, complied with all requisite
formalities and paid any issue, transfer or other taxes due in
connection with its application in any such territory or
jurisdiction and that it has not taken any action or omitted to
take any action which will or might reasonably be expected to
result in the Company, the AIFM, the Investment Manager, the
Registrar or Peel Hunt, or any of their respective officers,
agents, employees or Affiliates acting in breach of the regulatory
or legal requirements, directly or indirectly, of any territory or
jurisdiction outside the United Kingdom in connection with the
Placing;
6. represents, warrants and agrees that (a) the only information
on which it is entitled to rely and the only information on which
it has relied in making an offer to subscribe for the Placing
Shares is contained in this announcement (including this Appendix)
and the Exchange Information published prior to the date of this
announcement, and such information is all that it deems necessary
to make an investment decision in respect of the Placing Shares;
and (b) it has neither received nor relied on any other information
given or representations, warranties or statements made by Peel
Hunt, the Company, the AIFM 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 Peel Hunt
nor the Company nor the AIFM nor the Investment Manager will be
liable for any prospective Placee's decision to make an offer to
subscribe for the Placing Shares 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 and has independently made its own analysis
and decision with regard to its commitment to subscribe for Placing
Shares and it will not rely on any investigation that Peel Hunt,
its Affiliates or any other person acting on its behalf has or may
have conducted;
7. acknowledges that the content of this announcement and the
Exchange Information is exclusively the responsibility of the
Company and that Peel Hunt, nor any of its Affiliates nor any
person acting on its behalf will be responsible for or shall have
any liability for any information, representation or statement
relating to the Company contained in this announcement or any
information previously published by or on behalf of the Company and
neither Peel Hunt, nor any of its Affiliates nor any person acting
on its behalf will be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this announcement or otherwise;
8. acknowledges that it 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 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 had sufficient time to consider and conduct its own
investigation with respect to the offer and subscription for the
Placing Shares, including the tax, legal and other economic
considerations and 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;
9. represents and warrants that if it has received any inside
information (for the purposes of MAR, UK MAR and section 56 of the
Criminal Justice Act 1993 or other applicable law) about the
Company in advance of the Placing, it has not (a) dealt (or
attempted to deal) in the securities of the Company; (b)
encouraged, recommended or induced another person to deal in the
securities of the Company; or (c) unlawfully disclosed such
information to any person, prior to the information being made
publicly available;
10. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by Peel Hunt, its Affiliates or any person acting on its behalf and
understands that (i) Peel Hunt, nor any of its Affiliates nor any
person acting on its behalf has or shall have any liability for
public information or any representation; (ii) Peel Hunt, nor any
of its respective Affiliates nor any person acting on its behalf
has or shall have any liability for any additional information that
has otherwise been made available to such Placee, whether at the
date of this announcement, the date of Admission or otherwise; and
that (iii) Peel Hunt, nor any of its Affiliates nor any person
acting on its behalf makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of such
information, whether at the date of this announcement, the date of
Admission or otherwise;
11. represents and warrants that it and each account it
represents is not, and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a citizen, resident or national of the United
States, Australia, Canada, New Zealand, Japan, any Ineligible
Member State or any jurisdiction in which it would be unlawful to
make or accept an offer of the Placing Shares and acknowledges that
the Placing Shares have not been and will not be registered under
the securities legislation of the United States, Australia, Canada,
New Zealand, Japan, the Republic of South Africa or any Ineligible
Member State and, subject to certain exceptions, may not be
offered, sold, transferred, taken up, renounced, distributed or
delivered, directly or indirectly, within or into those
jurisdictions;
12. represents and warrants that it will not distribute,
forward, transfer or otherwise transmit this announcement or any
other materials concerning the Placing (including any electronic
copies thereof), in or into the United States, Australia, Canada,
New Zealand, Japan, the Republic of South Africa or any Ineligible
Member State;
13. represents and warrants that (i) it is entitled to acquire
the Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities which may be required
thereunder and complied with all necessary formalities; (iii) it
has all necessary capacity to commit to participation in the
Placing and to perform its obligations in relation thereto and will
honour such obligations; (iv) it has paid any issue, transfer or
other taxes due in connection with its participation in any
territory; and (v) it has not taken any action which will or may
result in the Company, Peel Hunt, any of its Affiliates or any
person acting on its behalf being in breach of the legal and/or
regulatory requirements of any territory in connection with the
Placing;
14. represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the US
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and may only be acquired in
"offshore transactions" as defined in and pursuant to Regulation S
under the US Securities Act;
15. represents and warrants that it understands that the Company
has not been, and will not be, registered under the US Investment
Company Act;
16. represents and warrants that it is: (i) at the time of its
application and at the time of settlement located outside the
United States and is subscribing for the Placing Shares only in "o
shore transactions" as de ned in and pursuant to Regulation S, and
(ii) it is not subscribing for Placing Shares as a result of any
"directed selling e orts" as de ned in Regulation S or by means of
any form of "general solicitation" or "general advertising" as such
terms are de ned in Regulation D under the US Securities Act;
17. represents and warrants that, (a) (i) it is not located in
the United States; (ii) it is not a US Person and (iii) it is not
acting for the account or benefit of a US Person 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 US Person in reliance on
Regulation S;
18. represents and warrants that it is not and was not acting on
a non-discretionary basis for the account or bene t of a person
located within the United States at the time the undertaking to
subscribe for Placing Shares was given and it is not acquiring
Placing Shares with a view to the o er, sale, resale, transfer,
delivery or distribution, directly or indirectly, of any Placing
Shares into the United States and it will not reo er, resell,
pledge or otherwise transfer the Placing Shares in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act and otherwise in accordance with any applicable securities laws
of any state or jurisdiction of the United States;
19. represents and warrants that no portion of the assets used
to purchase, and no portion of the assets used to hold, the Placing
Shares or any bene cial interest therein constitutes or will
constitute the assets of (i) an "employee bene t plan" as de ned in
Section 3(3) of ERISA that is subject to Title I of ERISA; (ii) a
"plan" as de ned in Section 4975 of the US Code, including an
individual retirement account or other arrangement that is subject
to Section 4975 of the US 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 US Code. In addition, if the Placee is a governmental,
church, non-US or other plan that is subject to any federal, state,
local or non-US law or regulation that is substantially similar to
the provisions of Title I of ERISA or Section 4975 of the US Code,
its purchase, holding, and disposition of the Placing Shares will
not constitute or result in a non-exempt violation of any such
substantially similar law or regulation;
20. 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;
21. acknowledges 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;
22. represents and warrants that, if the Placee is a natural
person, such Placee is not under the age of majority (18 years of
age in the UK) on the date of such Placee's agreement to acquire
Placing Shares under the Placing and will not be any such person on
the date any such offer is accepted;
23. represents and warrants that, if it is acquiring any Placing
Shares as a fiduciary or agent for one or more accounts, it has
sole investment discretion with respect to each such account and
full power and authority to make such foregoing representations,
warranties, acknowledgements and agreements on behalf of each such
account;
24. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation and Article 5(1) of the UK Prospectus
Regulation, 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 an Ineligible Member State or an Eligible Member State or the
United Kingdom other than to persons (i) who are: "qualified
investors" as defined in Article 2(e) of the EU Prospectus
Regulation or Article 2(e) of the UK Prospectus Regulation or who
otherwise fall within Article 1(4)(a) to (d) of the EU Prospectus
Regulation or Article 1(4)(a) to (d) of the UK Prospectus
Regulation (and which circumstances do not result in any
requirement for the publication of a prospectus pursuant to Article
3 of the EU Prospectus Regulation or the UK Prospectus Regulation
(as the case may be)) and in each case (ii) who, if they are in
Ireland, the United Kingdom or the Netherlands are also
professional investors for the purposes of the AIFMD in Ireland and
the Netherlands or the UK AIFM Regime in the United Kingdom (as the
case may be) or in circumstances in which the prior consent of Peel
Hunt has been given to the offer or resale;
25. 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 FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA;
26. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving the United Kingdom;
27. represents and warrants that it has complied with its
obligations under the Criminal Justice Act 1993, section 118 of
FSMA, MAR, UK MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money
Laundering Regulations 2007 (the "Regulations") and the Money
Laundering Sourcebook of the FCA 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. If within a reasonable time after a
request for verification of identity, Peel Hunt has not received
such satisfactory evidence, Peel Hunt may, in its absolute
discretion, terminate the Placee's participation in the Placing in
which event all funds delivered by the Placee to Peel Hunt will be
returned without interest to the account of the drawee bank or
Euroclear securities account from which they were originally
debited;
28. if in the United Kingdom, represents and warrants that it is
(a) a person falling within Article 19(5) of the FPO or (b) a
person falling within Article 49(2)(a) to (d) of the FPO and is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
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;
29. if in the United Kingdom represents and warrants that it is
a is a qualified investor falling within Article 2(e) of the UK
Prospectus Regulation;
30. If in the Isle of Man, represents and warrants that it is
(i) the holder of a licence issued under the Financial Services Act
2008, (ii) a person falling within exclusion 2(r) in Schedule 1 to
the Regulated Activities Order 2011 (as amended) or (iii) a person
whose ordinary business activities involve it acquiring, holding,
managing or disposing of shares or debentures (as principal or
agent) for the purposes of its business;
31. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares in any Ineligible Member
State;
32. represents and warrants that it is not located in an
Ineligible Member State and, if it is located in Ireland or the
Netherlands, represents and warrants that (i) it is a qualified
investor falling within Articles 2(e) of the EU Prospectus
Regulation and (ii) it is a "professional client" within the
meaning of Annex II to the AIFMD;
33. represents and warrants that, if it is acting as a
"distributor" (for the purposes of MiFID II Product Governance
Requirements or the UK Product Governance Requirements):
(a) it acknowledges that the Target Market Assessment undertaken
by the Investment Manager and Peel Hunt does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MiFID II or COBS; 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 and each distributor
is responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate
distribution channels;
(b) notwithstanding any Target Market Assessment undertaken by
the Investment Manager and Peel Hunt, it confirms that, other than
where it is providing an execution-only service to investors, it
has satisfied itself as to the appropriate knowledge, experience,
financial situation, risk tolerance and objectives and needs of the
investors to whom it plans to distribute the Placing Shares and
that it has considered the compatibility of the risk/reward profile
of such Placing Shares with the end target market; and
(c) it acknowledges 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;
34. undertakes that it (and any person acting on its behalf)
will pay for the Placing Shares acquired by it in accordance with
this announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as Peel
Hunt may, in its absolute discretion, determine 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;
35. acknowledges that neither Peel Hunt, nor any of its
Affiliates nor any person acting on its behalf is making any
recommendations to it or advising it regarding the suitability or
merits of any transaction it may enter into in connection with the
Placing, and acknowledges that Peel Hunt, nor any of its Affiliates
nor any person acting on their behalf has any duties or
responsibilities to it for providing advice in relation to the
Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing and Offer
Agreement or for the exercise or performance of any of Peel Hunt's
rights and obligations thereunder, including any right to waive or
vary any condition or exercise any termination right contained
therein;
36. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) Peel Hunt 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 and (iii) the Placee and any person acting on its
behalf agrees to acquire the Placing Shares on the basis that the
Placing Shares will be allotted to the CREST stock account of Peel
Hunt which will hold them as settlement agent as nominee for the
Placee until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made
simultaneously upon receipt of the Placing Shares in the Placee's
stock account on a delivery versus payment basis;
37. acknowledges and agrees 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 agreements, shall be governed by and
construed in accordance with the laws of England and Wales 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 courts of
England and Wales as regards any claim, dispute or matter 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
Peel Hunt or the Company 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;
38. acknowledges and agrees that it irrevocably appoints any
member of Peel Hunt as its agent for the purposes 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
any of the Placing Shares agreed to be taken up by it under the
Placing;
39. acknowledges and agrees that time shall be of the essence as
regards its obligations to settle payment for the Placing Shares
and to comply with its other obligations under the Placing;
40. represents and warrants that it is not a resident of any
Restricted Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
cleared in respect of the Placing Shares under the securities
legislation of any Restricted Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Restricted Jurisdiction;
41. represents and warrants that any person who confirms to Peel
Hunt on behalf of a Placee an agreement to subscribe for Placing
Shares and/or who authorises Peel Hunt to notify the Placee's name
to the Company's registrar, has authority to do so on behalf of the
Placee;
42. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Peel Hunt will be
responsible. If this is the case, the Placee should take its own
advice and notify Peel Hunt accordingly;
43. acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this
announcement (including this Appendix);
44. to the fullest extent permitted by law, the Placee
acknowledges and agrees to the disclaimers contained in this
announcement;
45. represents and warrants that, the Placee is not, and is not
applying as, nor is it applying as nominee or agent for, a person
which is, or may be, mentioned in any of sections 67, 70, 93 and 96
of the Finance Act 1986 (depository receipts and clearance
services) and that the Placing Shares are not being acquired in
connection with arrangements to issue depository receipts or to
issue or transfer Placing Shares into a clearing system;
46. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with Peel Hunt, any money held in
an account with Peel Hunt 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 relevant rules and regulations of the
FCA. 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 Peel Hunt's
money in accordance with the client money rules and will be used by
Peel Hunt in the course of its business; and the Placee will rank
only as a general creditor of Peel Hunt (as the case may be);
47. acknowledges and understands that the Company, Peel Hunt,
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, agreements, undertakings and
acknowledgements;
48. acknowledges that the basis of allocation will be determined
by the Company at its absolute discretion. The right is reserved to
reject in whole or in part and/or scale back any participation in
the Placing;
49. irrevocably authorises the Company and Peel Hunt to produce
this announcement pursuant to, in connection with, or as maybe
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein; and
50. acknowledges and agrees that its commitment to subscribe for
Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in 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.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and Peel Hunt (for its own benefit and, where relevant, the benefit
of its Affiliates and any person acting on its behalf) and are
irrevocable.
No claim shall be made against the Company, Peel Hunt, its
Affiliates or any other person acting on behalf of any of such
persons by a Placee to recover any damage, cost, charge or expense
which it may suffer or incur by reason of or arising from the
carrying out by it of the work to be done by it pursuant hereto or
the performance of its obligations hereunder or otherwise in
connection with the Placing.
Miscellaneous
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Peel Hunt 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 stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Peel Hunt in the event that
the Company and/or Peel Hunt have incurred any such liability to
stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, 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
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this announcement may be subject to
amendment. Peel Hunt shall notify the Placees and any person acting
on behalf of the Placees of any such changes.
This announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that Peel Hunt does not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing and Offer Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Peel Hunt 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.
The rights and remedies of Peel Hunt and the Company under these
terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise or partial exercise of one will not prevent the
exercise of others.
Each Placee may be asked to disclose in writing or orally to
Peel Hunt:
(a) if an individual, that Placee's nationality; or
(b) if a discretionary fund manager, the jurisdiction in which
the funds are managed or owned.
This information is provided by RNS, the news service of the
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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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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use the personal data you provide us, please see our Privacy
Policy.
END
IOEFFUEDAEFSESF
(END) Dow Jones Newswires
November 19, 2021 02:00 ET (07:00 GMT)
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