17 June 2021
LEI: 213800OTQ44T555I8S71
NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, JAPAN OR ANY EEA STATE (OTHER THAN ANY MEMBER
STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY
MARKETED) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS
THE END OF THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
(the “FCA”) and does not constitute a prospectus. Investors
should not subscribe for or purchase any shares referred to in this
announcement except on the basis of information contained in the
tripartite prospectus (comprising a summary, a registration
document and a securities note) expected to be published by
Augmentum Fintech plc (the “Prospectus”) today and not in
reliance on this announcement. Approval of the Prospectus by the
FCA should not be understood as an endorsement of the securities
that are the subject of the Prospectus. Potential investors should
read the Prospectus and in particular the risk factors set out
therein before making an investment decision in order to fully
understand the potential risks and rewards associated with the
decision to invest in the Company's securities. This announcement
does not constitute, and may not be construed as, an offer to sell
or an invitation or recommendation to purchase, sell or subscribe
for any securities or investments of any description, or a
recommendation regarding the issue or the provision of investment
advice by any party. Copies of the Prospectus, subject to certain
access restrictions, will be available shortly for viewing at the
National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website (www.augmentum.vc).
Augmentum Fintech plc
(“Augmentum” or the “Company”)
Initial Placing,
Open Offer, Offer for Subscription and Intermediaries Offer
Further to the announcement on 14 June
2021 that the Company was considering the issue of new
ordinary shares, today the Company is pleased to announce a
proposed issue of ordinary shares in the Company (“Ordinary
Shares”) to raise gross proceeds of £40 million (the “Initial
Issue”) as part of an ongoing share issuance programme (the “Share
Issuance Programme”), the details of which will be set out in the
Prospectus expected to be published by the Company later today.
The Initial Issue will be by way of a placing, open offer, offer
for subscription and intermediaries offer for a target issue of
29,562,798 new Ordinary Shares at an issue price of 135.5 pence per Ordinary Share (the “Issue
Price”). The Issue Price represents a premium of 3.9 per cent. to
the NAV per Ordinary Share as at 31 March
2021 and a discount of 6.1 per cent. to the closing price
per Ordinary Share on 11 June 2021 of
144.25 pence per Ordinary Share
(being the last Business Day prior to the announcement of the Issue
Price).
The Initial Issue is conditional, inter alia, on the passing of
the shareholder resolutions in connection with the Initial Issue to
be proposed at a general meeting of the Company expected to take
place on or around 8 July 2021 (the
“Issue Resolutions”) (the “General Meeting”). Conditional on the
passing of the shareholder Issue Resolutions, the maximum number of
new Ordinary Shares that may be issued pursuant to the Initial
Issue and the Share Issuance Programme is 150,000,000.
Investment Strategy, Financial
Highlights and Pipeline
· The Company launched with the
investment objective of generating capital growth over the long
term through investment in a focused portfolio of fast growing
and/or high potential private financial services technology
(“fintech”) businesses based predominantly in the UK and wider
Europe
· The Company has now deployed
substantially all of the capital raised through the IPO as well as
issues thereafter, and as at 11 June
2021, had cash and cash equivalent reserves of approximately
£19 million, which is partly being held back as a prudent cash
buffer as well as being available for making new investments and
follow-on investments into the Company’s existing portfolio
· Through the Portfolio Manager’s
existing industry relationships, the Company expects to be able to
benefit from access to an identified, live pipeline of assets
currently in excess of £1 billion across all target sectors and
geographies, of which approximately £194 million represents
opportunities in active development, and intends to continue to
grow the Company’s portfolio
· Accordingly, following consultation
with the Portfolio Manager, the Board has concluded that now is an
appropriate time to raise additional equity as well as increase the
Company’s ability to raise equity over the next 12 months via the
placing programme to provide the Company with sufficient
flexibility to take advantage of the identified pipeline and
current fintech opportunity in the UK and wider Europe
Issue Highlights
· Targeting gross proceeds of £40
million via the issue of up to 29,562,798 new Ordinary Shares
pursuant to an Initial Placing, Open Offer, Offer for Subscription
and Intermediaries Offer
· The Issue Price is 135.5 pence per new Ordinary Share, representing
a premium of 3.9 per cent. to the NAV per Ordinary Share as at
31 March 2021 of 130.4 pence and a discount of 6.1 per cent. to
the closing price per Ordinary Share on 11
June 2021 of 144.25 pence per
Ordinary Share (being the last Business Day prior to the
announcement of the Issue Price)
· Shareholders who qualify for the Open
Offer (“Qualifying Shareholders”) will be offered the opportunity
to participate in the Open Offer on the basis of 4 new Ordinary
Shares for every 19 existing Ordinary Shares (the “Open Offer
Entitlement”)
· Qualifying Shareholders will also be
offered the opportunity to subscribe for Ordinary Shares in
addition to their Open Offer Entitlement under an excess
application facility (the “Excess Application Facility”)
· The Initial Issue is conditional,
inter alia, upon the approval by Shareholders of the Issue
Resolutions proposed at the General Meeting convened for
8 July 2021
Neil
England, Chairman of Augmentum, commented:
“The strong trend towards a digital economy, accelerated by the
pandemic, continues, and with the European economy looking set to
return to growth, fintech looks well positioned to benefit.
With Augmentum the acknowledged specialist in early stage
fintech and with a strong pipeline of interesting opportunities, we
believe the Company can continue to deliver attractive returns for
its shareholders”
Tim
Levene, CEO of Augmentum Fintech Management Limited,
commented:
“With positive trading continuing across our portfolio we are
very much focussed in seeking out new and exciting investment
opportunities. We now have a pipeline of over £1 billion across all
our target sectors and geographies, including approximately £194
million of opportunities in active development, and as such are
well positioned to continue to grow the portfolio.”
Enquiries:
Augmentum Fintech
Tim Levene, Portfolio Manager
Nigel Szembel, Investor Relations |
+44 (0)20 3961 5420 +44
(0)7802 362088 nigel@augmentum.vc |
Peel Hunt
LLP
(Joint Sponsor, Joint Bookrunner and Intermediaries Offer
Adviser)
Liz Yong, Luke Simpson, Huw Jeremy, Tom Pocock
(Investment Banking)
Alex Howe, Chris Bunstead, Ed Welsby, Richard Harris (Sales)
Sohail Akbar, Max Irwin (Syndicate)
Alistair Boyle (Intermediaries) |
+44 (0)20 7418 8900 |
Nplus1 Singer
Advisory LLP
(Joint Sponsor and Joint Bookrunner)
Harry Gooden, Robert Peel, James Moat, Alaina Wong
(Investment Banking) |
+44 (0)20 7496 3000 |
Frostrow Capital
LLP
Paul Griggs, Company Secretary |
+44 (0)20 3709 8733 |
Capitalised terms used in this announcement have the meanings
given to them in the Prospectus expected to be published by the
Company later today.
Correction to Circular
It has come to the Company’s attention that the Circular
published on 14 June 2021 contained a
typographical error in Part 1 of the Letter from the Chairman,
paragraph 4, headed “4. The proposed amendments to the Company’s
investment policy”. Under the sub-heading ‘Cash management’
on page 10 of the Circular, the third paragraph erroneously read
“It is expected that the Company will hold between 510 and
1020 per cent. of its Gross Assets in cash or cash
equivalent investments, for the purpose of making follow-on
investments in accordance with the Company’s investment policy and
to manage the working capital requirements of the Company.”,
instead of the correct text “It is expected that the Company will
hold between 510 and 1520 per cent. of its Gross Assets in
cash or cash equivalent investments, for the purpose of making
follow-on investments in accordance with the Company’s investment
policy and to manage the working capital requirements of the
Company.”
References elsewhere in the Circular, including in the Notice of
General Meeting, to the proposed change to the expected percentage
of cash to between 5 and 15 per cent. of Gross Assets, are
correct.
Expected timetable
|
2021 |
Initial
Issue |
|
Record Date for
entitlements under the Open Offer |
close of business on
15 June |
Initial Issue opens,
posting to Shareholders of the Prospectus and Open Offer
Application Form |
17 June |
Ex entitlement date for
the Open Offer |
8.00 a.m. on 17
June |
Open Offer Entitlements
and Excess CREST Open Offer Entitlements enabled in CREST and
credited to stock accounts of Qualifying CREST Shareholders |
as soon as possible on
18 June |
Recommended latest time
and date for requesting withdrawal of Open Offer Entitlements and
Excess CREST Open Offer Entitlements from CREST |
4.30 p.m. on 2
July |
Recommended latest time
and date for depositing Open Offer Entitlements and Excess CREST
Open Offer Entitlements into CREST |
3.00 p.m. on 5
July |
Recommended latest time
for splitting Open Offer Application Forms (to satisfy bona
fide market claims only) |
3.00 p.m. on 6
July |
General Meeting |
11:00 a.m. on 8
July |
Latest time and date
for receipt of completed Open Offer Application Forms and payment
in full under the Open Offer or settlement of relevant CREST
instructions |
11.00 a.m. on 8
July |
Latest time and date
for receipt of completed Application Forms in respect of the Offer
for Subscription |
11.00 a.m. on 8
July |
Latest time and date
for receipt of completed applications from the Intermediaries in
respect of the Intermediaries Offer |
3.00 p.m. on 8
July |
Latest time and date
for commitments under the Initial Placing |
5.00 p.m. on 8
July |
Publication of results
of the Initial Issue |
9 July |
Admission and dealings
in Ordinary Shares issued pursuant to the Initial Issue
commence |
8.00 a.m. on 13
July |
CREST accounts credited
with uncertificated new Ordinary Shares |
13 July |
Where applicable,
definitive share certificates despatched by post in the week
commencing* |
19 July |
*Underlying Applicants who apply to Intermediaries for Ordinary
Shares under the Intermediaries Offer will not receive share
certificates. |
Subsequent Issues under the Share Issuance
Programme |
Subsequent Issues under
the Share Issuance Programme |
between 13 July 2021
and 16 June 2022 |
Publication of Share
Issuance Programme Price in respect of each Subsequent Issue |
as soon as practicable
following the closing of a Subsequent Issue |
Admission and crediting
of CREST accounts in respect of each Subsequent Issue |
as soon as practicable
following the allotment of shares pursuant to a Subsequent
Issue |
Definitive share
certificates in respect of the Shares issued pursuant to each
Subsequent Issue despatched by post |
approximately one week
following the Admission of any Shares pursuant to a Subsequent
Issue |
Any
changes to the expected timetable set out above will be notified by
the Company through a Regulatory Information Service.
All references to times in this announcement are to London
times. |
Background to, reasons for, and
benefits of the Issue
Background
The Company was launched as a closed-ended investment company on
13 March 2018 with the investment
objective of generating capital growth over the long term through
investment in a focused portfolio of fast growing and/or high
potential private financial services technology (“fintech”)
businesses based predominantly in the UK and wider Europe. The Company carries on business as an
investment trust within the meaning of Chapter 4 of Part 24 of the
Corporation Tax Act 2010. The Ordinary Shares of the Company are
admitted to the premium segment of the Official List of the FCA and
are traded on the premium segment of the London Stock Exchange’s
main market.
At IPO the Company launched with a market capitalisation of £94
million and an initial portfolio of assets acquired at a valuation
of approximately £33.3 million, substantially deploying the
remaining IPO proceeds thereafter. In July
2019 and thereafter in October
2020 the Company raised further funds by the issue of new
Ordinary Shares, the net proceeds of which have been substantially
deployed into opportunities identified by the Portfolio Manager in
line with the Company’s investment policy. As at the latest
practicable date prior to the publication of this document, the
Company has cash and cash equivalent reserves of approximately £19
million, which is partly being held back as a prudent cash buffer
as well as being available for making new investments and follow-on
investments into the Company’s existing portfolio. Accordingly, the
Company has substantially fully committed Shareholders’ funds.
Reasons for the
Issue
The Portfolio Manager has identified a pipeline of potential
opportunities for the Company to invest in high growth disruptive
players across the sub-sectors where it focuses. Through the
Portfolio Manager’s existing industry relationships, the Company
expects to be able to benefit from access to an identified, live
pipeline of assets currently in excess of £1 billion across all
target sectors and geographies, of which approximately £194 million
represents opportunities in active development, and intends to
continue to grow the Company’s portfolio.
Accordingly, following consultation with the Portfolio Manager,
the Board has concluded that now is an appropriate time to seek to
increase the Company’s ability to raise additional equity capital
in order to provide the Company with sufficient flexibility to take
advantage of the identified pipeline and current fintech
opportunity in the UK and wider Europe.
Benefits of the
Issue
The Board believes that the Initial Issue will have the
following benefits for Shareholders and the Company:
· raise additional funds in a timely
manner to enable the Company to take advantage of opportunities to
make further investments in accordance with its investment
policy;
· increase the market capitalisation of
the Company, helping to make the Company attractive to a wider
investor base;
· a greater number of Ordinary Shares in
issue should improve liquidity in the secondary market for the
Ordinary Shares and make the Ordinary Shares more attractive to a
wider range of investors;
· grow the Company, thereby spreading
the Company’s fixed running costs across a larger equity capital
base which should over time reduce the level of ongoing expenses
per Share; and
· give the Company the ability to issue
new Ordinary Shares tactically, so as to manage better the premium
to Net Asset Value at which the Ordinary Shares may trade.
The Initial Issue
The Initial Issue will launch today and will close on
8 July 2021. The Issue Price is
135.5 pence per Ordinary Share which
represents a premium of 3.9 per cent. to the Company's NAV per
Ordinary Share as at 31 March 2021
and a discount of 6.1 per cent. to the closing price per Ordinary
Share on 11 June 2021 of 144.25 pence per Ordinary Share (being the last
business day prior to the announcement of the Issue Price). The
target number of Ordinary Shares to be issued pursuant to the
Initial Issue is 29,562,798 Ordinary Shares and the target Gross
Issue Proceeds is £40 million (assuming that 29,562,798 Ordinary
Shares are issued pursuant to the Initial Issue). The number of
Ordinary Shares to be issued pursuant to the Initial Issue is not
known as at the date of this announcement but will be notified by
the Company via a Regulatory Information Service prior to
Admission.
It is anticipated that dealings in Ordinary Shares issued
pursuant to the Initial Issue will commence on 13 July 2021. Applications will be made to the
FCA and the London Stock Exchange for all of the Ordinary Shares
issued pursuant to the Initial Issue to be admitted to the premium
segment of the Official List and to trading on the premium segment
of the London Stock Exchange's main market. It is expected that
Admission will become effective, and that dealings in the Ordinary
Shares will commence at 8.00 a.m. on
13 July 2021. If any Ordinary Shares
are issued in certi?cated form it is expected that share
certi?cates would be despatched during the week commencing
19 July 2021 (or as soon as possible
thereafter). No temporary documents of title will be issued.
The Initial Issue is being made by way of the Initial Placing,
Open Offer, Offer for Subscription and Intermediaries Offer.
The Initial
Placing
Peel Hunt and Nplus1 Singer have agreed to use their reasonable
endeavours to procure subscribers pursuant to the Placing on the
terms and subject to the conditions set out in the Placing
Agreement.
The terms and conditions of the Placing will be set out in
paragraph 6.7 of Part 5 of the registration document. The Placing
is not underwritten.
The Open Offer
Qualifying Shareholders are being offered the opportunity, under
the Open Offer, to apply for up to 4 Ordinary Shares for every 19
Existing Ordinary Shares held and registered in their name as at
the Record Date. The Open Offer is not underwritten.
The terms and conditions of application under the Open Offer
will be set out in Part 4 of the securities note.
The Offer for
Subscription
Ordinary Shares will also be made available to the public under
the Offer for Subscription. The
Offer for Subscription is only being made in the UK, the
Channel Islands and the
Isle of Man.
The terms and conditions of application under the Offer for
Subscription will be set out in Part 5 of the securities note. The
Offer for Subscription is not underwritten.
The Intermediaries
Offer
Investors may also subscribe for Ordinary Shares pursuant to the
Intermediaries Offer. Only the Intermediaries' retail investor
clients in the United Kingdom, the
Channel Islands and the
Isle of Man are eligible to
participate in the Intermediaries Offer. The Intermediaries
Offer is not underwritten.
Further details of the Initial Issue will be included in the
Prospectus.
Scaling back and allocation
The Directors have reserved the right, following consultation
with the Joint Bookrunners, to increase the size of the Initial
Issue if overall demand exceeds 29,562,798 Ordinary Shares by
reallocating Ordinary Shares that would otherwise be available
under the Share Issuance Programme to increase the size of the
Initial Placing, the Excess Application Facility, the Offer for
Subscription and/or the Intermediaries Offer.
In the event that commitments under the Initial Issue exceed the
maximum number of Ordinary Shares available (notwithstanding any
such reallocation), applications under the Initial Issue (other
than applications up to Qualifying Shareholders' full entitlement
under the Open Offer) will be scaled back at the Company's
discretion following consultation with the Joint Bookrunners. The
basis of allocation of Ordinary Shares under the Initial Issue will
be:
i. to each Qualifying Shareholder who applies,
up to his full entitlement under the Open Offer (Ordinary Shares
issued to Qualifying Shareholders under the Open Offer are not
subject to scaling back to satisfy valid applications under the
Initial Placing, the Offer for Subscription, the Intermediaries
Offer or the Excess Application Facility); and
ii. any Ordinary Shares not taken up under the
Open Offer or otherwise available under the Initial Issue, to
applicants under the Initial Placing, the Offer for Subscription,
the Intermediaries Offer and the Excess Application Facility, with
applications scaled back at the discretion of the Company following
consultation with the Joint Bookrunners.
General Meeting
The Initial Issue requires the approval of Shareholders pursuant
to the Companies Act and the Directors are accordingly convening a
General Meeting to be held at 25 Southampton Buildings,
London WC2A 1AL on 8 July 2021 at 11.00
a.m. in order to seek Shareholder authority to issue up to
150,000,000 Ordinary and/or C Shares pursuant to the Share Issuance
Programme. The formal notice convening the General Meeting is set
out on pages 16 to 18 of the circular published on 14 June 2021.
The Resolutions that will be put to Shareholders at the General
Meeting are to:
•
authorise the allotment of up to 150,000,000 Ordinary Shares and/or
C Shares (the “New Shares”) (representing 107 per cent. of the
issued share capital of the Company as at the date of this
announcement) pursuant to the Share Issuance Programme;
•
disapply pre-emption rights in respect of the New Shares to be
issued; and
•
approve proposed changes to the Company’s investment policy, as
detailed in the Circular dated 14 June
2021.
If both Resolutions with regard to the Share Issuance Programme
are passed, the Directors will be authorised to issue up to
150,000,000 Ordinary Shares and/or C Shares for cash on a
non-pre-emptive basis pursuant to the Initial Issue.
The new Ordinary Shares issued pursuant to the Proposals (and
the new Ordinary Shares into which any C Shares issued pursuant to
the Share Issuance Programme will convert) will rank pari passu
with the Ordinary Shares then in issue. However, such new Ordinary
Shares will have no right to receive dividends or other
distributions made, paid or declared, if any, by reference to a
record date prior to the allotment of those new Ordinary
Shares.
The ability to issue New Shares pursuant to the Share Issuance
Programme will expire on the earlier of (i) the date being 12
months after the publication of the prospectus by the Company, and
(ii) the date on which all of the New Shares available for issue
pursuant to the Share Issuance Programme have been issued.
Key Investment Risks
There can be no guarantee that the investment objective of the
Company will be achieved. Any return you receive depends on future
performance and is uncertain. Market movements may cause the value
of investments and the return from them to fall as well as rise and
investors may not get back the amount originally invested. The
Company does not seek any protection from future market performance
so you could lose some or all of your investment.
The Company invests in early-stage private businesses, which, by
their nature, may be smaller capitalisation companies. Smaller
companies carry a higher degree of risk and their value can be more
sensitive to market movements and performance may be more volatile.
Private businesses, which are not normally available to individual
investors, carry performance, liquidity and valuation issues. Such
businesses are typically illiquid and a sale may require the
consent of other interested parties. Such investments may therefore
be difficult to value and realise, and their prospects may be more
difficult to assess. Such realisations may involve significant time
and cost and/or result in realisations at levels below the value of
such investments estimated by the Company. The Company also invests
in a narrow industry sector and typically holds a relatively small
number of investments as compared to many other funds. This may
make the performance of the Company more volatile than would be the
case if it had a more diversified investment portfolio and may
materially and adversely affect the performance of the Company and
returns to investors.
As part of its investment strategy, Augmentum Fintech may from
time to time borrow money (known as gearing) for working capital
purposes. In addition, Augmentum Fintech’s underlying investments
may themselves be geared which may mean that the valuation of these
investments will therefore be affected by the level of interest
rates and by the level of equity markets. The level of gearing of
Augmentum Fintech itself and by its underlying investments may,
depending on the sums involved, have a significant impact on the
value of Augmentum Fintech shares, such that you may not get back
the amount you originally invested. Shares of the Company are
bought and sold on the London Stock Exchange. The price you pay or
receive, like other listed shares, is determined by supply and
demand and may be at a discount or premium to the underlying net
asset value of the Company. Usually, at any given time, the price
you pay for a share will be higher than the price you could sell
it. It may be difficult for Shareholders to realise their
investment and there may not be a liquid market in the Shares.
Disclaimer
This announcement is an advertisement and does not constitute
a prospectus and investors must subscribe for or purchase any
shares referred to in this announcement only on the basis of
information contained in the Prospectus published by the Company
and not in reliance on this announcement. Copies of the
Prospectus may, subject to certain access restrictions, be obtained
from the registered office of the Company and at the National
Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website, www.augmentum.vc. Neither the content of the
Company's website, nor the content on any website accessible from
hyperlinks on its website for any other website, is incorporated
into, or forms part of, this announcement nor, unless previously
published by means of an RIS announcement, should any such content
be relied upon in reaching a decision as to whether or not to
acquire, continue to hold, or dispose of, securities in the
Company. This announcement does not constitute, and may not be
construed as, an offer to sell or an invitation to purchase
investments of any description or 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 shares in the Company. Approval of the prospectus by
the FCA should not be understood as an endorsement of the
securities that are the subject of the Prospectus. Potential
investors are recommended to read the Prospectus before making an
investment decision in order to fully understand the potential
risks and rewards associated with a decision to invest in the
Company's securities.
This announcement is not for publication or distribution,
directly or indirectly, in or into the
United States of America. This announcement is not an offer
of securities for sale into the United
States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, or under any applicable securities laws of any state,
county or other jurisdiction of the
United States and may not be offered or sold in the United States, except pursuant to an
applicable exemption from registration under the U.S. Securities
Act of 1933 and in compliance with the securities laws of any
state, county or any other jurisdiction of the United States. No public offering of
securities is being made in the United
States.
Furthermore, any securities that may be issued in connection to
the matters referred to herein may not be offered or sold directly
or indirectly in, into or within the
United States or to or for the account or benefit of U.S.
Persons except under circumstances that would not result in the
Company being in violation of the U.S. Investment Company Act of
1940, as amended.
Further, this announcement is not for release, publication or
distribution into Australia,
New Zealand, Canada, Singapore, the Republic of South Africa, Japan or any member state of the EEA (other
than any member state of the EEA where the Company's securities may
be lawfully marketed) or any other jurisdiction where such
distribution is unlawful.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession this
announcement and/or any document and/or other information referred
to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
Each of Peel Hunt LLP, Nplus1 Singer Capital Markets Limited and
Nplus1 Singer Advisory LLP (the "Banks") is authorised and
regulated in the United Kingdom by
the FCA, is acting exclusively for the Company and for no-one else
and will not regard any other person (whether or not a recipient of
this announcement or the Prospectus) as its client in relation to
the Share Issuance Programme (including the Initial Issue) and the
other arrangements referred to in the Prospectus and this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, nor
for providing advice in connection with the Share Issuance
Programme (including the Initial Issue), any Admission and the
other arrangements referred to in this announcement and in the
Prospectus.
Apart from the liabilities and responsibilities, if any, which
may be imposed on a Bank by FSMA or the regulatory regime
established thereunder, or under the regulatory regime of any other
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, none of
the Banks nor any person affiliated with any of the Banks makes any
representation, express or implied, in relation to, nor accepts any
responsibility whatsoever for, the contents of this announcement or
the Prospectus including its accuracy, completeness or
verification, nor for any other statement made or purported to be
made by it or on its behalf, or on behalf of the Company or any
other person in connection with the Company, the Shares, the Share
Issuance Programme (including the Initial Issue) or any Admission
and nothing contained in the Prospectus is or shall be relied upon
as a promise or representation in this regard. The Banks
(together with their respective affiliates) accordingly, to the
fullest extent permitted by law, disclaim all and any liability
whether arising in tort, contract or which they might otherwise
have in respect of this announcement, the Prospectus or any other
statement.
The value of the 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.
This announcement contains forward looking statements,
including, without limitation, statements including the words
"believes", "estimates", "anticipates", "expects", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. Such forward looking
statements involve unknown risks, uncertainties and other factors
which may cause the actual results, financial condition,
performance or achievements of the Company, or industry results, to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. These forward-looking statements speak only as at
the date of this announcement and cannot be relied upon as a guide
to future performance. The Company, the Portfolio Manager and the
Banks expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by FSMA, the Prospectus Regulation Rules, UK
Market Abuse Regulation or other applicable laws, regulations or
rules.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of the Banks
nor any of their respective affiliates, 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 any other information relating to the Company or
associated companies, 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. Each of the
Banks and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they
might otherwise be found to have in respect of this announcement or
its contents or otherwise arising in connection therewith.
Information to distributors
Solely for the purposes of the product governance requirements
contained within: (a) the UK's implementation of EU Directive
2014/65/EU on markets in financial instruments, as amended ("UK
MiFID II"); and (b) the UK's implementation of Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing UK
MiFID II, and in particular Chapter 3 of the Product Intervention
and Product Governance Sourcebook of the FCA (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 MiFID
II Product Governance Requirements) may otherwise have with respect
thereto, the Shares have been subject to a product approval
process, which has determined that such securities are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in UK MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by UK MiFID II (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, distributors (such
term to have the same meaning as in the MiFID II Product Governance
Requirements) should note that: the price of the Shares may decline
and investors could lose all or part of their investment; the
Shares offer no guaranteed income and no capital protection; and an
investment in the 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 Share Issuance
Programme (including the Initial Issue). Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Peel Hunt LLP
and Nplus1 Singer Capital Markets Limited 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 UK 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 Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares and determining
appropriate distribution channels.