TIDMSEQI
RNS Number : 1815B
Sequoia Economic Infra Inc Fd Ld
19 September 2018
THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES (INCLUDING TO U.S. PERSONS, AS SUCH TERM IS DEFINED UNDER
REGULATION S OF THE U.S. SECURITIES ACT OF 1933, AS AMED, THE
"SECURITIES ACT"), CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
19 September 2018
Sequoia Economic Infrastructure Income Fund Limited (the
"Company" or "SEQI")
Initial Issue targeting GBP200 million and Share Issuance
Programme
Further to the announcement on 20 August 2018 and in light of
what the Board of Directors of the Company (the "Board") consider
to be a growing set of attractive investment opportunities in the
economic infrastructure debt market, the Board has resolved to
proceed with a partially pre-emptive issue of Ordinary Shares
seeking to raise GBP200 million of gross proceeds before expenses
(the "Gross Issue Proceeds"), equivalent to up to 188,679,245 new
ordinary shares of no par value in the capital (the "New Ordinary
Shares") (the "Initial Issue"). The Directors have determined that
the Ordinary Shares will be issued at a price of 106.0 pence per
new Ordinary Share (the "Issue Price").
The Board recognises the importance of pre-emption rights to
Ordinary Shareholders. Accordingly, 149,420,048 New Ordinary Shares
are being initially offered to Qualifying Shareholders by way of
the Open Offer pursuant to which they will be entitled to apply for
2 New Ordinary Shares for every 11 existing Ordinary Shares held at
6.00 p.m. on 14 September 2018 (the "Record Date"). The balance of
the New Ordinary Shares, together with any New Ordinary Shares not
taken up by Qualifying Shareholders under the Open Offer, will be
made available under the Placing and/or Offer for Subscription of
New Ordinary Shares.
The Company intends to use the proceeds raised from the Initial
Issue (less expenses) (the "Net Issue Proceeds") to repay the drawn
commitments under its multi-currency Revolving Credit Facility
("RCF"). As at the latest practicable date, the Company had drawn
an amount of approximately GBP116.2 million from its RCF which
includes drawdowns made under the accordion tranche. Any Net Issue
Proceeds raised in excess of the amount drawn under its RCF are
expected to be deployed into the Company's near term pipeline of in
excess of GBP300 million of investment opportunities, in accordance
with the Company's Investment Policy.
The Company has also proposed to implement a share issuance
programme, which would allow it the flexibility to issue up to a
maximum of 250,000,000 Ordinary Shares (the "Share Issuance
Programme") in the future. Any future issues under the Share
Issuance Programme will be subject to the availability of a future
pipeline of investment opportunities, which meet the Company's
Investment Policy, in particular its target return and risk
criteria, and the Company's level of deployment.
The Company expects to publish a prospectus (the "Prospectus")
in connection with the Initial Issue and the Share Issuance
Programme shortly. Unless otherwise defined, the terms used in this
Announcement shall have the same meaning as set out in the
Prospectus.
Stifel Nicolaus Europe Limited is acting as sole sponsor,
financial adviser and bookrunner to the Company.
The Share Issuance Programme and the Initial Issue
The Initial Issue is being implemented by way of the Open Offer,
Placing and Offer for Subscription. The target size of the Initial
Issue is approximately GBP200 million before expenses. The target
number of New Ordinary Shares to be issued pursuant to the Initial
Issue is 188,679,245 at the Issue Price of 106.0 pence per New
Ordinary Share. The Issue Price of 106.0 pence represents a premium
of approximately 4.8 per cent. to the unaudited NAV per Ordinary
Share as at 31 August 2018 of 101.17 pence and a discount of
approximately 4.5 per cent. to the closing price of 111.0 pence per
existing ordinary share on 18 September 2018.
The New Ordinary Shares issued pursuant to the Initial Issue
will rank pari passu in all respects with the existing Ordinary
Shares. For the avoidance of doubt, the new Ordinary Shares will be
entitled to the interim quarterly dividend for the period ended 30
September 2018, expected to be declared in October 2018, after the
closing of the Initial Issue.
The Directors recognise the importance of pre-emption rights to
Ordinary Shareholders. Accordingly, a substantial proportion of the
New Ordinary Shares are being initially offered to Qualifying
Shareholders by way of the Open Offer pursuant to which they will
be entitled to apply for 2 New Ordinary Shares for every 11
existing Ordinary Shares held on the Record Date (being 149,420,048
New Ordinary Shares).
The balance of the New Ordinary Shares (being 39,259,197 New
Ordinary Shares), together with any New Ordinary Shares not taken
up by Qualifying Shareholders under the Open Offer (including under
the Excess Application Facility), may be made available, at the
discretion of the Directors, under the Placing and/or Offer for
Subscription of New Ordinary Shares.
The Directors may increase the size of the Initial Issue by
reallocating up to 50,000,000 Ordinary Shares available under the
Share Issuance Programme to the Initial Issue if they, in
consultation with Stifel and the Investment Adviser, believe there
are sufficient assets available and suitable for investment. The
maximum number of New Ordinary Shares available pursuant to the
Initial Issue is therefore 238,679,245 (including any reallocation
of Ordinary Shares under the Share Issuance Programme to the
Initial Issue).
Under the Share Issuance Programme, the Company proposes to have
the ability to issue up to 250,000,000 Ordinary Shares in the
future (less up to 50,000,000 Ordinary Shares if such Ordinary
Shares have been allocated as New Ordinary Shares under the Initial
Issue). Any future issues under the Share Issuance Programme are
dependent on the Company's pipeline of investment opportunities and
accordingly there is no certainty that there will be any future
issues of shares under the Share Issuance Programme before its
expiry.
The Directors intend that any material issue under the Share
Issuance Programme shall include a material pre-emptive element
consistent with the approach in respect of the Initial Issue.
Pipeline and financing of opportunities
The Investment Adviser is currently engaged in various stages of
negotiations on potential acquisitions with a total value of in
excess of GBP300 million. In addition, the Investment Adviser
expects to see a steady stream of further investment opportunities
in the near term. The acquisition of these potential investments is
subject, among other things, to the approval of the Directors, and
the Investment Adviser completing satisfactory due diligence in
relation to such potential investments, and any such acquisitions
will be subject to agreement having been reached between the
Investment Adviser and the relevant counterparty as to the terms of
such acquisitions.
Of the Investment Adviser's pipeline of opportunities totaling
in excess of GBP300 million, approximately 78 per cent. of the
opportunities are senior secured debt instruments and 76 per cent.
are floating rate debt instruments. Approximately 61 per cent. of
the near term pipeline consists of opportunities in the US and 22
per cent. of the opportunities are in the UK. The Company will
invest any Net Issue Proceeds, after repayment of the RCF, in
accordance with the Company's Investment Policy.
If the Net Issue Proceeds are less than the current amount drawn
under the RCF, or following deployment of all Net Issue Proceeds,
the Company expects to re-draw funds under the RCF to invest in
these pipeline opportunities or new opportunities that become
available. Approximately GBP107.2 million of the Company's assets
will reach their expected maturity in the next 12 months, with
approximately a total of GBP176.8 million of redemptions scheduled
over the remaining life of the RCF to December 2020. In practice
more redemptions are likely to occur allowing for prepayments over
the period. This implies that, should market conditions change, and
the Company be unwilling to pay back future drawings on the RCF by
raising more equity capital, the Company expects to be able to
prepay the debt out of cashflow generated by the portfolio.
Further details of the Company's portfolio and pipeline can be
found in the Company's Prospectus once published.
Benefits of the Initial Issue
The Board believes that proceeding with the Issue will have the
following benefits:
-- Providing the Company with the funds to repay the RCF which
will allow the Company to re-draw funds under the RCF as and when
investment opportunities arise without incurring cash drag;
-- Allowing the Company, following repayment of the RCF, to
invest further capital in the Company's identified available
pipeline opportunities which should enable the Group to further
diversify its Existing Portfolio;
-- Creating the potential to enhance the NAV per Ordinary Share
of the existing Ordinary Shares through the issuance of New
Ordinary Shares at a premium to NAV per Ordinary Share, after the
related costs have been deducted;
-- Spreading the Company's fixed running costs across a wider
base of shareholders, and benefiting from the reducing scale of
charges for the Investment Adviser, thereby reducing the total
expense ratio;
-- Increasing the size of the Company which should help make the
Company more attractive to a wider base of investors and improving
market liquidity in the Ordinary Shares; and
-- Increasing the size of the Company which should help make the
Company more attractive to a wider base of borrowers and improve
the Company's pipeline of opportunities.
Benefits of the Share Issuance Programme
Under the Share Issuance Programme, the Company proposes to have
the ability to issue up to 250,000,000 Ordinary Shares (less up to
50,000,000 Ordinary Shares if such Ordinary Shares have been
allocated as New Ordinary Shares under the Initial Issue) in
tranches.
Under the Share Issuance Programme the Company will have the
flexibility to issue further shares through any of a placing, open
offer and offer for subscription, or any combination of them. The
Directors intend that any material issue under the Share Issuance
Programme would include a material pre-emptive element consistent
with their approach in respect of the Initial Issue.
The Directors believe that instituting the Share Issuance
Programme will:
-- Enable the Company to raise additional capital quickly
through an equity issuance, in order to i) repay the RCF when it
becomes fully or substantially drawn and/or ii) invest in
opportunities identified in the future;
-- Create the potential to enhance the NAV per Ordinary Share of
existing Ordinary Shares through new share issuance at a premium to
NAV per Ordinary Share, after the related costs have been
deducted;
-- Grow the Company, thereby spreading operating costs over a
larger capital base, and benefiting from the reducing scale of
charges for the Investment Adviser, which should reduce the total
expense ratio; and
-- Partially satisfy market demand from time to time for
Ordinary Shares and improve liquidity in the market for the
Ordinary Shares.
Extraordinary General Meeting ("EGM")
The proposals in the Prospectus, are conditional on, amongst
other things, the approval of the Resolutions by the Shareholders
at the EGM. A separate circular (the "Circular") is expected to be
published shortly which includes a notice of the EGM to be held at
10.00 a.m. on 5 October 2018 at Sarnia House, Le Truchot, St Peter
Port, Guernsey, GY1 1GR. At the EGM the Company will seek the
approvals necessary from Shareholders for the Initial Issue and the
Share Issuance Programme to proceed.
An EGM of the Company is being convened at which Shareholders
will be asked to approve:
-- the disapplication of pre-emption rights in respect of up to
188,679,245 Ordinary Shares for the purposes of the Initial Issue
("Resolution 1"); and
-- the disapplication of pre-emption rights in respect of up to
250,000,000 Ordinary Shares for the purposes of the Share Issuance
Programme ("Resolution 2");
The proposed Initial Issue is conditional upon, amongst other
things, the Company obtaining Shareholders' approval of Resolution
1. The proposed Share Issuance Programme is conditional upon,
amongst other things, the Company obtaining Shareholders' approval
of both of the Resolutions.The Board believes that the Resolutions
are in the best interests of the Company and its Shareholders as a
whole and recommends that Shareholders vote in favour of the
Resolutions at the EGM.
Expected Timetable
Open Offer
Record Date for entitlements to 6.00 p.m. on 14 September
participate in the Open Offer 2018
Ex-entitlement date for the Open 8.00 a.m. on 19 September
Offer 2018
Open Offer opens 8.00 a.m. on 19 September
2018
Basic Entitlements and Excess CREST As soon as practicable after
Open Offer Entitlements credited 8.00 a.m. on 20 September
to CREST stock accounts (Qualifying 2018
Shareholders only)
Recommended latest time for requesting 4.30 p.m. on 2 October 2018
withdrawal of Basic Entitlements
and Excess CREST Open Offer Entitlements
from CREST (i.e, if your Basic Entitlements
and Excess Open Offer Entitlements
are in CREST and you wish to convert
them to certificated form)
Latest time and date for depositing 3.00 p.m. on 3 October 2018
Basic Entitlements and Excess CREST
Open Offer Entitlements into CREST
Latest time and date for splitting 3.00 p.m. on 4 October 2018
Open Offer Application Forms (to
satisfy bona fide market claims
only)
Latest time and date for receipt 11.00 a.m. on 8 October 2018
of completed Open Offer Application
Forms and payment in full under
the Open Offer or settlement of
relevant CREST instructions (as
appropriate)
Placing and Offer for Subscription
Placing and Offer for Subscription 8.00 a.m. on 19 September
open 2018
Latest time and date for receipt 3.00 p.m. on 8 October 2018
of completed Offer for Subscription
Application Forms and payment in
full under the Offer for Subscription
Latest time and date for receipt 11.00 a.m. on 9 October 2018
of placing commitments under the
Placing
The Share Issuance Programme
Share Issuance Programme opens 19 September 2018
Publication of Share Issuance Programme On announcement of each subsequent
Price in respect of each issuance issue pursuant to the Share
of Ordinary Shares Issuance Programme
Admission and crediting of CREST 8.00 a.m. on each day Ordinary
accounts in respect of each issuance Shares are issued
of Ordinary Shares
Last date for Ordinary Shares to 18 September 2019
be issued pursuant to the Share
Issuance Programme
Other key dates
Results of the Initial Issue announced 10 October 2018
Initial Admission of the New Ordinary 8.00 a.m. on 12 October 2018
Shares to the Official List and
commencement of dealings on the
London Stock Exchange
CREST accounts credited in respect On or around 12 October 2018
of New Ordinary Shares issued pursuant
to the Initial Issue to be held
in uncertificated form
Dispatch of definitive share certificates On or around 19 October 2018
in respect of New Ordinary Shares
(where applicable) issued pursuant
to the Initial Issue
EGM Expected Timetable
Publication of the Prospectus 19 September 2018
and Circular
Latest time and date for receipt 10.00 a.m. on 3 October 2018
of Forms of Proxy
EGM 10.00 a.m. on 5 October 2018
The dates and times specified above are subject to change. In
particular, the Directors may (with the prior approval of Stifel)
bring forward or postpone the closing time and date for the Initial
Issue. In the event that a date or time is changed, the Company
will notify persons who have applied for New Ordinary Shares
pursuant to the Initial Issue or Ordinary Shares pursuant to the
Share Issuance Programme of changes to the timetable either by
post, by electronic mail or by the publication of a notice through
a Regulatory Information Service. References to times are to London
times unless otherwise stated.
Admission to trading
Application will be made to the UK Listing Authority and the
London Stock Exchange for all of the New Ordinary Shares issued
pursuant to the Initial Issue to be admitted to the premium segment
of the Official List and to trading on the Main Market. It is
expected that the results of the Initial Issue will be announced
through a Regulatory Information Service on or around 10 October
2018 and it is expected that Initial Admission will become
effective and that dealings for normal settlement in the Ordinary
Shares will commence at 8.00 a.m. on or around 12 October 2018.
Further details
The ticker for the New Ordinary Shares is SEQI. The ISIN for the
New Ordinary Shares is GG00BV54HY67 and the SEDOL is BV54HY6. The
ISIN of the Basic Entitlements is GG00BG0NNZ67 and the SEDOL is
BG0NNZ6. The ISIN for the Excess CREST Open Offer Entitlement is
GG00BG0NNY50 and the SEDOL is BG0NNY5.
A copy of the Prospectus, when published, will be submitted to
the National Storage Mechanism and will shortly thereafter be
available for inspection at: www.morningstar.co.uk/uk/nsm as well
as on the Company's website at http://www.seqifund.com/downloads.
Full details of the Terms and Conditions of the Placing, Open Offer
and the Offer for Subscription will be made available in the
Company's Prospectus.
LEI: 2138006OW12FQHJ6PX91
For further information please contact:
Sequoia Investment Management
Company
Steve Cook
Dolf Kohnhorst
Randall Sandstrom
Greg Taylor +44 (0)20 7079 0480
Stifel Nicolaus Europe Limited
Neil Winward
Mark Bloomfield
Gaudi Le Roux +44 (0)20 7710 7600
Praxis Fund Services Limited
(Company Secretary)
Matthew Falla +44 (0) 1481 755530
About the Company
The Company seeks to provide investors with regular, sustained,
long-term distributions and capital appreciation from a diversified
portfolio of senior and subordinated economic infrastructure debt
investments. The Company is advised by Sequoia Investment
Management Company Limited
IMPORTANT NOTICES
This announcement contains Inside Information as defined under
the Market Abuse Regulation (EU) No. 596/2014.
This announcement is an advertisement and does not constitute a
prospectus relating to the Company and does not constitute, or form
part of, any offer or invitation to sell or issue, or an invitation
to purchase investments of any description, or any solicitation of
any offer to subscribe for, any securities in the Company in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution, form the basis of, or be relied on in connection with
or act as any inducements to enter into, any contract therefor.
Copies of the Prospectus to be published by the Company will be
available from http://www.seqifund.com.
Recipients of this announcement who are considering acquiring
New Ordinary Shares are reminded that any such acquisition must be
made only on the basis of the information contained in the
Prospectus (or any supplementary prospectus) which may be different
from the information contained in this announcement and must not be
made in reliance on this announcement. The subscription for New
Ordinary Shares is subject to specific legal or regulatory
restrictions in certain jurisdictions. Persons distributing this
announcement must satisfy themselves that it is lawful to do so.
The Company assumes no responsibility in the event that there is a
violation by any person of such restrictions.
This announcement does not constitute and may not constitute and
may not be construed as a recommendation regarding the issue or the
provision of investment advice by any party. No information set out
in this announcement is intended to form the basis of any contract
of sale, investment decision or any decision to purchase
securities. Potential investors should consult a professional
advisor as to the suitability of an investment in the securities
for the person concerned.
The value of Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market and
currency movements. When you sell your investment you may get back
less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations. Capital is at risk and investors need to
understand the risks of investing. Please refer to the Prospectus
for further information, in particular the "Risk Factors"
section.
Neither this announcement nor the information contained herein
is for release, publication or distribution, directly or
indirectly, in or into the United States, the Republic of South
Africa, Canada, Australia, New Zealand or Japan or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction. The securities
referred to herein have not been and will not be registered under
the relevant securities laws of any such excluded territory.
This announcement does not contain, constitute or form part of
an offer for sale of, resale of, transfer of or delivery of or the
solicitation of an offer to purchase directly or indirectly,
securities in the United States or to, or for the account or
benefit of a U.S. Person (as defined in Regulation S of the
Securities Act). The securities referred to herein have not been,
and will not, be registered under the Securities Act or any other
applicable securities laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, resold, transferred or delivered,
directly or indirectly, in the United States or to, or for the
account or benefit of, any U.S. Person absent registration or an
applicable exemption from the registration requirements of the
Securities Act. The Company has not been and will not be registered
under the U.S. Investment Company Act of 1940, as amended, and
neither International Fund Management (the "Investment Manager")
nor Sequoia Investment Management Company (the "Investment
Adviser") will be registered as an investment adviser under the
U.S. Investment Advisers Act of 1940, as amended. Consequently,
investors will not be entitled to the benefits and protections of
the U.S. Investment Company Act of 1940, as amended or the U.S.
Investment Advisers Act of 1940, as amended. The shares of the
Company will be offered and sold only to non-U.S. Persons outside
the United States in reliance on Regulation S under the Securities
Act. There will be no offer of the Company's securities in the
United States. The distribution of this document may also be
restricted by law in other jurisdictions.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation to sell, or any
solicitation of any offer to purchase or subscribe for any Ordinary
Shares or any other securities nor shall it (or any part of it) or
the fact of its distribution, form the basis of, or be relied on in
connection with, any contract or investment decision whatsoever, in
any jurisdiction. This announcement does not constitute a
recommendation regarding any securities.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about, and observe, any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Subject to certain exceptions, the securities referred to herein
may not be offered or sold in the United States, the Republic of
South Africa, Canada, Australia, New Zealand or Japan or to, or for
the account or benefit of, any national, resident or citizen of the
United States, Canada, Japan, Australia, New Zealand or the
Republic of South Africa. There will be no offer of the ordinary
shares in the United States, Canada, the Republic of South Africa,
Japan, Australia or New Zealand.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the
industries, which the Company's businesses operate to differ
materially from the impression created by forward-looking
statements. These statements are not guarantees of future
performance and are subject to known and uncertain risks,
uncertainties and other factors that could cause actual results to
differ material from those express 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 UK
Financial Conduct Authority, the London Stock Exchange or
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and no one else in
connection with the potential equity issue. Stifel will not regard
any other person as its client in relation to the potential issue
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for
providing advice in relation to the potential issue, the contents
of this announcement or any transaction, arrangement or other
matter referred to herein.
Neither Stifel nor any of its 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 the truth, accuracy or completeness of
the information in this announcement (or whether any information
has been omitted from the announcement) or any other information
relating to the Company or its subsidiary, whether written, oral or
in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection
therewith.
The Company is incorporated in Guernsey and has been registered
as a registered closed-ended collective investment scheme under the
Protection of Investors (Bailiwick of Guernsey) Law, 1987, as
amended. It is suitable only for professional or experienced
investors, or those who have taken appropriate professional
advice.
Regulatory requirements which may be deemed necessary for the
protection of retail or inexperienced investors, do not apply to
listed funds. By investing in the Company you will be deemed to be
acknowledging that you are a professional or experienced investor,
or have taken appropriate professional advice, and accept the
reduced requirements accordingly.
You are wholly responsible for ensuring that all aspects of the
Company are acceptable to you. Investment in listed funds may
involve special risks that could lead to a loss of all or a
substantial portion of such investment. Unless you fully understand
and accept the nature of the Company and the potential risks
inherent in it you should not invest in the Company.
Further information in relation to the regulatory treatment of
listed funds domiciled in Guernsey may be found on the website of
the Guernsey Financial Services Commission at
http://www.gfsc.gg/The-Commission/Pages/Home.aspx.
Information for 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 disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail and
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Ordinary Shares may decline and
investors could lose all or part of their investment; the Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in Ordinary Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Transaction.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Stifel will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary Shares
pursuant to the Issue and/or any Ordinary Shares issued pursuant to
the Share Issuance Programme.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Marketing disclosures pursuant to AIFMD (as defined below)
The Company is an externally managed alternative investment fund
and has appointed International Fund Management Limited (the
"AIFM"), as its alternative investment fund manager
Pursuant to Article 23 of AIFMD and the Alternative Investment
Fund Managers Regulations 2013 (No. 1173/2013) and the Investment
Funds Sourcebook of the FCA (the "UK AIFMD Rules"), the AIFM is
required to make available to persons in the European Union who are
invited to and who choose to participate in the Initial Issue, by
making an oral or written offer to subscribe for New Ordinary
Shares, including any individuals, funds or others on whose behalf
a commitment to subscribe for New Ordinary Shares is given (the
"Subscribers") certain information (the "Article 23 Disclosures").
For the purposes of the Initial Issue, the AIFM has made the
Article 23 Disclosures available to Subscribers in the 'Investor -
Shareholder Information' section of the Company's website at:
http://www.seqifund.com.
PRIIPS (as defined below)
In accordance with the Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key
information documents for packaged retail and insurance-based
investment products ("PRIIPs") and its implementing and delegated
acts (the "PRIIPs Regulation"), the AIFM has prepared a key
information document (the "KID") in respect of the Ordinary Shares.
The KID is made available by the AIFM to "retail investors" prior
to them making an investment decision in respect of the Ordinary
Shares at http://www.seqifund.com.
If you are distributing Ordinary Shares, it is your
responsibility to ensure that the KID is provided to any clients
that are "retail clients".
The Company is the only manufacturer of the Ordinary Shares for
the purposes of the PRIIPs Regulation and neither Stifel nor the
AIFM are manufacturers for these purposes. Neither Stifel nor the
AIFM makes any representations, express or implied, or accepts any
responsibility whatsoever for the contents of the KID prepared by
the Company nor accepts any responsibility to update the contents
of the KID in accordance with the PRIIPs Regulation, to undertake
any review processes in relation thereto or to provide the KID to
future distributors of Ordinary Shares. Both Stifel and the AIFM
and their respective affiliates accordingly disclaim all and any
liability whether arising in tort or contract or otherwise which it
or they might have in respect of the key information documents
prepared by the Company. Investors should note that the procedure
for calculating the risks, costs and potential returns in the KID
are prescribed by laws. The figures in the KID may not reflect
actual returns for the Company and anticipated performance returns
cannot be guaranteed.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOELPMPTMBTBBTP
(END) Dow Jones Newswires
September 19, 2018 02:00 ET (06:00 GMT)
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