TIDMSEQI
RNS Number : 9702A
Sequoia Economic Infra Inc Fd Ld
03 June 2019
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"), THE REPUBLIC OF SOUTH AFRICA, CANADA, AUSTRALIA,
NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
3 June 2019
Sequoia Economic Infrastructure Income Fund Limited (the
"Company" or "SEQI")
Publication of a Summary Document and Securities Note
Further to the announcement this morning, SEQI, the specialist
investor in economic infrastructure debt, is pleased to announce
that it has today published a new Summary Document and a new
Securities Note (which also updates the existing Registration
Document) containing the full details of a proposed issue of New
Ordinary Shares under the existing Share Issuance Programme. The
new Summary Document, new Securities Note and the existing
Registration Document together comprise a prospectus prepared in
accordance with the Prospectus Rules of the Financial Conduct
Authority (the "Prospectus").
Copies of the new Summary Document and the new Securities Note
will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM and on the Company's website at
www.seqifund.com
The dates set out in the new Summary Document and the new
Securities Note may be adjusted by the Company, in which event,
details of the new dates will be notified to the Financial Conduct
Authority and the London Stock Exchange and an announcement will be
made through a Regulatory Information Service.
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
Tulchan Communications (Financial PR)
Martin Pengelley
Elizabeth Snow
Deborah Roney +44 (0)20 7353 4200
Capitalised words and expressions used in this announcement have
the same meaning in the prior announcement released on 3 June
2019.
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 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 new Securities Note, new Summary and the existing
Registration Document 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
set out in both the Securities Note and the Registration
Document.
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 Limited (the "Investment
Manager") nor Sequoia Investment Management Company Limited (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, the Republic of South Africa, Canada, Australia, New
Zealand or Japan. There will be no offer of the ordinary shares in
the United States, the Republic of South Africa, Canada, Australia,
New Zealand or Japan.
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 materiallyl 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 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 Issue. Stifel will not regard any other person
as its client in relation to the 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 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.
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 Issue.
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.
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 the Investment Manager (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 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 any issue under the Share Issuance
Programme, 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
PDILLFSFRDIVIIA
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June 03, 2019 08:50 ET (12:50 GMT)
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