TIDMPBLT
RNS Number : 6984J
TOC Property Backed Lendng Tst PLC
04 April 2018
[Embargo for release: 04 April 2018 at 7.00am]
This announcement (including the Appendix) has been issued by,
and is the sole responsibility of, the Company. This announcement
is for information only and does not constitute an offer or
invitation to underwrite, subscribe for or otherwise acquire or
dispose of any securities or investment advice in any jurisdiction
in which such an offer or solicitation is unlawful, including
without limitation, the United States, Australia, Canada, the
Republic of South Africa or Japan.
TOC PROPERTY BACKED LING TRUST PLC
(the "Company" or "PBLT")
Placing of up to 1,350,000 Ordinary Shares to raise up to
GBP1.35 million
PBLT announces that it intends to raise up to GBP1.35 million to
fund the continued growth of PBLT's portfolio of real estate
loans.
The Placing proceeds are expected to be used to further
diversify the Company's portfolio.
PBLT continues to see a healthy pipeline of future
opportunities, both in terms of continuing to support existing
projects, as well as new schemes expected to come to fruition in
the near future.
The Placing
The Company intends to issue up to 1,350,000 Placing Shares
pursuant to the Placing, which is being conducted by means of an
accelerated bookbuild process. The price per Placing Share is 100
pence to raise up to GBP1.35 million, before expenses.
The Placing will be conducted by finnCap in accordance with the
terms and conditions set out in the Appendix to this announcement.
The bookbuilding process will determine demand for and
participation in the Placing. The bookbuilding will commence with
immediate effect and the books are expected to close no later than
4.30 p.m. on the date of this announcement. However, finnCap
reserves the right to close the books earlier or later without
further notice. A further announcement will be made following the
completion of the bookbuilding process.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
The Placing does not require any further Shareholder approval.
Application has been made for the Placing Shares to be admitted to
the premium listing segment of the Official List of the FCA and to
be admitted to trading on the main market for listed securities of
the London Stock Exchange. Settlement for the Placing Shares and
Admission are expected to take place on or before 8.00 a.m. on 9
April 2018. The Placing is conditional, among other things, upon
Admission becoming effective.
For further information regarding the Company (LEI:
213800EXPWANYN3NEV68) please call:
TOC Property Backed
Lending Trust PLC
Stephen Black +44 (0) 191 222 0099
Tier One Capital Ltd
(Investment Adviser)
Ian McElroy +44 (0) 191 222 0099
finnCap Ltd (Sponsor,
Broker and Financial
Adviser)
William Marle / Max
Bullen-Smith +44 (0) 207 220 0500
Maitland Administration
Services (Scotland)
Limited (Secretary)
Martin Cassels / Claire
Simpson +44 (0) 131 550 3760
Notes to Editors:
TOC Property Backed Lending Trust PLC is a closed-end investment
company. Its investment objective is to provide shareholders with a
consistent and stable income and the potential for an attractive
total return over the medium to long term while managing downside
risk through: (i) a diversified portfolio of fixed rate loans
predominantly secured over land and/or property in the UK; and (ii)
in many cases, receiving the benefit of an associated profit share
usually obtained by acquiring (at nil cost) a minority equity stake
in the relevant borrower project development vehicle.
The Company's investment adviser is Tier One Capital Limited
("Tier One" or the "Investment Adviser"). Tier One was launched by
former Barclays Wealth and Coutts & Co directors Stephen Black
and Ian McElroy in early 2013. Both Stephen and Ian have extensive
credit experience, much of which was gained in a difficult
financial climate. Tier One has developed a direct lending offering
that provides an opportunity which sits between conventional
lending and the emerging peer-to-peer platform market. Tier One
uses its direct lending and credit expertise to source funds for
borrowers, broker facility agreements and then offer continued
support and guidance to borrowers through the lifespan of their
loan.
IMPORTANT INFORMATION
finnCap Ltd ("finnCap"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
for the Company and for no-one else in relation to the proposed
placing of Ordinary Shares ("Placing Shares") in the capital of the
Company (the "Placing"), and will not be responsible to any other
person for providing the protections afforded to its clients nor
for providing advice in connection with the matters contained in
this announcement. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by finnCap, or
by its Affiliates or agents, as to or in relation to, the accuracy
or completeness of this announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
The distribution of this announcement and the placing of the
Placing Shares as set out in this announcement may be restricted by
law in certain jurisdictions. No action has been taken by the
Company or finnCap that would permit an offering of the Placing
Shares or possession or distribution of this announcement or any
other offering or publicity material relating to the Placing Shares
in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required
by the Company and finnCap to inform themselves about, and to
observe, such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE
2003/71/EC AS AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE
AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT
IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS
DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AND
(A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) ARE PERSONS WHO FALL WITHIN
ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
This announcement is not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia).
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published.
This announcement does not constitute or form part of an offer
of, or solicitation to purchase or subscribe for, securities in the
United States. The Placing Shares may not be offered, sold or
transferred, directly or indirectly, within the United States
absent registration under the US Securities Act of 1933 (the
"Securities Act") or an exemption therefrom. The Company has not
registered and does not intend to register any of the Placing
Shares under the Securities Act. No money, securities or other
consideration is being solicited from any person inside the United
States and, if sent in response to the information herein, will not
be accepted. The Placing Shares will not be offered or sold to the
public in the United States.
Any indication in this announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
announcement is intended to be a profit forecast and no statement
in this announcement should be interpreted to mean that the
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
The price of Ordinary Shares and the income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the Placing Shares.
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.
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation (EU) No
596/2014.
FORWARD-LOOKING STATEMENTS
This Announcement contains forward looking statements,
including, without limitation, statements containing the words
"believes", "estimates", "anticipates", "expects", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or similar expressions. 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.
Given these uncertainties, prospective investors are cautioned
not to place any undue reliance on such forward looking statements.
These forward looking statements speak only as at the date of this
Announcement. Subject to its legal and regulatory obligations
(including under the Prospectus Rules), the Company expressly
disclaims any obligations to update or revise any forward looking
statement contained herein to reflect any change in expectations
with regard thereto or any change in events, conditions or
circumstances on which any such statement is based unless required
to do so by law or any appropriate regulatory authority, including
FSMA, the Prospectus Rules, the Disclosure Guidance and
Transparency Rules and the Listing Rules.
Appendix - Terms and conditions of the Placing
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
In this Appendix, unless the context otherwise requires, the
"Company" means TOC Property Backed Lending Trust PLC and "Placee"
means those persons to whom Placing Shares are to be issued and
allotted.
Introduction
Each Placee which confirms its agreement (whether orally or in
writing) to finnCap to acquire the Ordinary Shares pursuant to the
Placing will be bound by these terms and conditions and will be
deemed to have accepted them.
finnCap may require any Placee procured by it to agree to such
further terms and/or conditions and/or give such additional
warranties and/or representations as finnCap (in its absolute
discretion) sees fit and may require any such Placee to execute a
separate placing letter.
Details of the Placing
finnCap has undertaken to use its reasonable endeavours as agent
of the Company to seek to procure Placees for the Placing Shares
following completion of the bookbuilding process in respect of the
Placing (the "Bookbuild"). The Placing Price is GBP1.00 per Placing
Share. finnCap shall be entitled to participate in the Placing on
its own account.
The Placing Shares will, when issued, be subject to the articles
of association of the Company and be credited as fully paid and
will rank pari passu in all respects with the existing issued
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of such
Ordinary Shares by reference to a record date on or after the date
of issue of the Placing Shares.
Application for Admission to trading
Application will be made for admission of the Placing Shares to
listing on the premium listing segment of the Official List and to
trading on the main market for listed securities of the London
Stock Exchange plc ("Main Market")("Admission").
It is expected that Admission will take place at 8.00 a.m.
(London time) on 9 April 2018 and that dealings in the Placing
Shares on the Main Market will commence at that time.
Bookbuild
finnCap will today commence the accelerated Bookbuild to
determine demand for participation in the Placing by Placees. This
Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
finnCap and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their
sole discretion, determine.
1 AGREEMENT TO ACQUIRE SHARES
Conditionally upon, inter alia:
1.1 Admission occurring and becoming effective by 8.00 a.m.
(London time) on 9 April 2018 (or such later time and/or date as
the Company, the Investment Adviser and finnCap may agree (not
being later than 8.00 a.m. on 16 April 2018)); and
1.2 finnCap confirming to Placees their allocation of Placing Shares,
each Placee agrees to become a member of the Company and agrees
to subscribe for those Ordinary Shares allocated to it by finnCap
at the Placing Price.
To the fullest extent permitted by law, each Placee acknowledges
and agrees that it will not be entitled to exercise any remedy of
rescission at any time. This does not affect any other rights the
Placee may have.
2. PAYMENT FOR SHARES
2.1. Each Placee must pay the Placing Price for the Ordinary
Shares issued to the Placee in the manner and by such time as
directed by finnCap. If any Placee fails to pay as so directed
and/or by the time required by finnCap, the relevant Placee shall
be deemed hereby to have appointed finnCap or any nominee of
finnCap as its agent to use its reasonable endeavours to sell (in
one or more transactions) any or all of the Ordinary Shares
allocated to the Placee in respect of which payment shall not have
been made as directed, and to indemnify finnCap and its affiliates
on demand in respect of any liability for stamp duty and/or stamp
duty reserve tax or any other liability whatsoever arising in
respect of any such sale or sale.
2.2. A sale of all or any of such Ordinary Shares shall not
release the relevant Placee from the obligation to make such
payment for relevant Ordinary Shares to the extent that finnCap or
its nominee has failed to sell such Ordinary Shares at a
consideration which, after deduction of the expenses of such sale
and payment of stamp duty and/or stamp duty reserve tax as
aforementioned, exceeds the Placing Price per Ordinary Share.
3. REPRESENTATIONS AND WARRANTIES
By agreeing to subscribe for Ordinary Shares, each Placee which
enters into a commitment with finnCap to subscribe for Ordinary
Shares will (for itself and any person(s) procured by it to
subscribe for Ordinary Shares and any nominee(s) for any such
person(s)) be deemed to represent and warrant to finnCap, the
Registrar, the Company and their respective officers, agents and
employees that:
3.1. it is not a U.S. Person, is not located within the United
States and is not acquiring the Ordinary Shares for the account or
benefit of a U.S. Person;
3.2. it is acquiring the Ordinary Shares in an offshore
transaction meeting the requirements of Regulation S;
3.3. no prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published;
3.4. it is relying solely on Publicly Available Information and
not on any other information given, or representation or statement
made at any time, by any person concerning the Company and/or the
Placing. It agrees that none of the Company, finnCap, nor the
Registrar nor any of their respective officers, agents or employees
will have any liability for any other information, representation
or statement made or purported to be made by them or on its or
their behalf in connection with the Company and/or the Placing and
irrevocably and unconditionally waives any rights it may have in
respect of any other information or representation;
3.5. if the laws of any territory or jurisdiction outside
England and Wales are applicable to its agreement to subscribe for
Ordinary Shares under the Placing, it has complied with all such
laws, obtained all governmental and other consents, licences and
authorisations 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 territory and that it has
not taken any action or omitted to take any action which will
result in the breach, whether by itself, the Company, finnCap, the
Registrar or any of their respective directors, officers, agents or
employees of the regulatory or legal requirements, directly or
indirectly, of any other territory or jurisdiction in connection
with the Placing;
3.6. it acknowledges that it is acquiring Ordinary Shares on the
terms and subject to the conditions set out in this Appendix and
the Articles as in force at the date of Admission and agrees that
in accepting a participation in the Placing it has had access to
all information it believes necessary or appropriate in connection
with its decision to subscribe for the Ordinary Shares;
3.7. it has not relied on finnCap or any person affiliated with
finnCap in connection with any investigation of the accuracy or
completeness of any information contained in any Publicly Available
Information relating to the Company;
3.8. the content of any Publicly Available Information relating
to the Company is exclusively the responsibility of the Company,
and the Directors and neither finnCap nor any person acting on its
behalf nor any of its affiliates is responsible for or shall have
any liability for any information, representation or statement
contained in any information published by or on behalf of the
Company and will not be liable for any decision by a Placee to
participate in the Placing based on any information, representation
or statement contained in any information published by or on behalf
of the Company prior to Admission or otherwise;
3.9. it acknowledges that, other than the Company and finnCap no
person is authorised in connection with the Placing to give any
information or make any representation and, if given or made, any
information or representation must not be relied upon as having
been authorised by finnCap or the Company
3.10. it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account
for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of
the increased rates referred to in section 67, 70, 93 or 96
(depository receipts and clearance services) of the Finance Act
1986;
3.11. it acknowledges that the Ordinary Shares have not been and
will not be registered under the U.S. Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. Persons except
in a transaction exempt from, or not subject to, the registration
requirements of the U.S. Securities Act and in compliance with all
applicable state securities laws and under circumstances that would
not require the Company to register under the U.S. Investment
Company Act;
3.12. it accepts that none of the Ordinary Shares have been or
will be registered under the laws of any Excluded Territory.
Accordingly, the Ordinary Shares may not be offered, sold or
delivered, directly or indirectly, within any Excluded Territory
unless an exemption from any registration requirement is
available;
3.13. it acknowledges that the Company has not registered under
the U.S. Investment Company Act and that the Company has put in
place restrictions for transactions not involving any public
offering in the United States, to ensure that the Company is not
and will not be required to register under the Investment Company
Act;
3.14. no portion of the assets used to acquire, and no portion
of the assets used to hold, the Ordinary Shares or any beneficial
interest therein constitutes or will constitute the assets of: (i)
an "employee benefit plan" as defined in section 3(3) of ERISA that
is subject to Title I of ERISA; (ii) a "plan" as defined in Section
4975 of the U.S. Code, including an individual retirement account
or other arrangement that is subject to Section 4975 of the U.S.
Code; or (iii) an entity whose underlying assets are considered to
include "plan assets" by reason of investment by an "employee
benefit plan" or a "plan" described in preceding clause (i) or (ii)
in such entity, pursuant to 29. C.F.R. 2510.3-101 as modified by
Section 3(42) of ERISA. In addition, if an investor is a
governmental, church, non-U.S. or other employee benefit plan that
is subject to any federal, state, local or non-U.S. law that is
substantially similar to the provisions of Title I of ERISA or
Section 4975 of the U.S. Code, its acquisition, holding, and
disposition of the Ordinary Shares will not constitute a violation
of law or result in a non-exempt prohibited transaction under
Section 503 of the U.S. Code or any substantially similar law;
3.15. if any Ordinary Shares are issued to it in certificated
form, then such certificates evidencing ownership will contain a
legend substantially to the following effect unless otherwise
determined by the Company in accordance with applicable law:
3.16. TOC PROPERTY BACKED LING TRUST PLC (THE "COMPANY") HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY
ACT OF 1940, AS AMED (THE "U.S. INVESTMENT COMPANY ACT"). IN
ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMED (THE "U.S. SECURITIES ACT"), OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I)
IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF
REGULATION S UNDER THE U.S. SECURITIES ACT TO A PERSON OUTSIDE THE
UNITED STATES AND NOT KNOWN BY THE TRANSFEROR TO BE A U.S. PERSON,
BY PRE-ARRANGEMENT OR OTHERWISE AND UNDER CIRCUMSTANCES WHICH WILL
NOT REQUIRE THE COMPANY TO REGISTER UNDER THE U.S. INVESTMENT
COMPANY ACT, OR (II) WITHIN THE UNITED STATES IN ACCORDANCE WITH
RULE 144 OF THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION IN THE UNITED STATES, IN EACH CASE OF CLAUSE (I)
OR (II), IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, UPON
SURRER OF THE SECURITIES OF THE COMPANY REPRESENTED BY THIS
CERTIFICATE AND DELIVERY OF A WRITTEN CERTIFICATION THAT SUCH
TRANSFEROR IS IN COMPLIANCE WITH THE REQUIREMENTS OF THIS CLAUSE IN
THE FORM OF A DULY COMPLETED AND SIGNED OFFSHORE TRANSACTION LETTER
(THE FORM OF WHICH MAY BE OBTAINED FROM THE REGISTRAR) TO THE
COMPANY, WITH COPIES TO THE REGISTRAR AND THE ADMINISTRATOR. IN
ADDITION, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED TO ANY PERSON USING THE ASSETS OF (I) (A) AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF ERISA THAT IS
SUBJECT TO TITLE I OF ERISA; (B) A "PLAN" AS DEFINED IN SECTION
4975 OF THE U.S. CODE, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE CODE;
OR (C) 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 U.S. CODE OR (II) A
GOVERNMENTAL, CHURCH, NON-U.S. OR OTHER EMPLOYEE BENEFIT PLAN THAT
IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR
SECTION 4975 OF THE U.S. CODE IF THE PURCHASE, HOLDING OR
DISPOSITION OF THE SECURITIES WILL NOT RESULT IN A VIOLATION OF
APPLICABLE LAW AND/OR CONSTITUTE A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 503 OF THE U.S. CODE OR ANY SUBSTANTIALLY
SIMILAR LAW.
3.17. if in the future it decides to offer, sell, transfer,
assign, pledge or otherwise dispose of the Ordinary Shares or any
beneficial interest therein, it will do so only: (i) in an
"offshore transaction" complying with the provisions of Regulation
S under the U.S. Securities Act to a person outside the United
States and not known by the transferor to be a U.S. Person, by
prearrangement or otherwise; (ii) within the United States in
accordance with Rule 144 of the U.S. Securities Act, if available,
and in compliance with any applicable securities laws of any state
or other jurisdiction in the United States; or (iii) to the Company
or a subsidiary thereof;
3.18. if it is within the United Kingdom, it is a person who
falls within Articles 49(2)(a) to (d) or 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotions) Order 2005 or
it is a person to whom the Ordinary Shares may otherwise lawfully
be offered under such Order or is a person who is a "professional
client" or an "eligible counterparty" within the meaning of Chapter
3 of the FCA's Conduct of Business Sourcebook or, if it is
receiving the offer in circumstances under which the laws or
regulations of a jurisdiction other than the United Kingdom would
apply, it is a person to whom the Ordinary Shares may be lawfully
offered under that other jurisdiction's laws and regulations;
3.19. it is acquiring the Ordinary Shares for its own account or
for one or more investment accounts for which it is acting as a
fiduciary or agent, in each case for investment only, and not with
a view to or for sale or other transfer in connection with any
distribution of the Ordinary Shares in any manner that would
violate the U.S. Securities Act, the U.S. Investment Company Act or
any other applicable securities laws;
3.20. if it is a resident in the European Economic Area (other
than the United Kingdom), it is: (i) a qualified investor within
the meaning of the law in the relevant Member State implementing
Article 2(1)I(i), (ii) or (iii) of the Prospectus Directive (as
amended); and (ii) if that Relevant Member State has implemented
the AIFM Directive, that it is a person to whom the Ordinary Shares
may be lawfully marketed under the AIFM Directive or under the
applicable implementing legislation (if any) of that Relevant
Member State;
3.21. in the case of any Ordinary Shares acquired by an investor
as a financial intermediary as that term is used in Article 3(2) of
the Prospectus Directive: (i) the Ordinary Shares acquired by it in
the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Relevant Member State other than qualified investors, as that term
is defined in the Prospectus Directive (as amended), or in
circumstances in which the prior consent of finnCap has been given
to the offer or resale; or (ii) where Shares have been acquired by
it on behalf of persons in any Relevant Member State other than
qualified investors, the offer of those Shares to it is not treated
under the Prospectus Directive (as amended) as having been made to
such persons;
3.22. if it is outside the United Kingdom, no offering,
marketing or other material in connection with the Placing
constitutes an invitation, offer or promotion to, or arrangement
with, it or any person whom it is procuring to subscribe for Shares
pursuant to the Placing unless, in the relevant territory, such
offer, invitation or other course of conduct could lawfully be made
to it or such person and such documents or materials could lawfully
be provided to it or such person and Shares could lawfully be
distributed to and subscribed and held by it or such person without
compliance with any unfulfilled approval, registration or other
legal requirements;
3.23. it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Ordinary Shares and it
is not acting on a non-discretionary basis for any such person;
3.24. if the investor is a natural person, such investor is not
under the age of majority (18 years of age in the United Kingdom)
on the date of such investor's agreement to subscribe for Placing
Shares under Placing, as applicable, and will not be any such
person on the date any such Placing commitment is accepted;
3.25. it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted any offering
materials concerning the Placing or the Ordinary Shares to any
persons within the United States or to any U.S. Persons, nor will
it do any of the foregoing;
3.26. it is acknowledged that neither finnCap nor any of its
affiliates nor any person acting on its or their behalf is making
any recommendations to it, advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
or providing any advice in relation to the Placing, that
participation in the Placing is on the basis that it is not and
will not be a client of finnCap or its affiliates and that finnCap
and its affiliates do not have any duties or responsibilities to a
Placee for providing protections afforded to its clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in any terms of engagement that finnCap has entered into with the
Company;
3.27. it acknowledges that where it is subscribing for Shares
for one or more managed, discretionary or advisory accounts, it is
authorised in writing by each such account: (i) to subscribe for
the Ordinary Shares for each such account; (ii) to make on each
such account's behalf the representations, warranties and
agreements set out in this Announcement and (iii) to receive on
behalf of each such account any documentation relating to the
Placing in the form provided by finnCap. It agrees that the
provisions of this paragraph shall survive any resale of the
Ordinary Shares by or on behalf of any such account;
3.28. it irrevocably appoints any director of the Company and
any director of finnCap to be its agent and on its behalf (without
any obligation or duty to do so), to sign, execute and deliver any
documents and do all acts, matters and things as may be necessary
for, or incidental to, its subscription for all or any of the
Ordinary Shares for which it has given a commitment under the
Placing, in the event of the failure of it to do so;
3.29. it accepts that if the Placing does not proceed or the
Ordinary Shares for which valid applications are received and
accepted are not admitted to the premium listing segment of the
Official List or to trading on the Main Market for any reason
whatsoever then neither finnCap nor the Company nor persons
controlling, controlled by or under common control with any of them
nor any of their respective employees, agents, officers, members,
stockholders, partners or representatives shall have any liability
whatsoever to it or any other person;
3.30. in connection with its participation in the Placing it has
observed all relevant legislation and regulations, in particular
(but without limitation) those relating to money laundering ("Money
Laundering Legislation") and that its application is only made on
the basis that it accepts full responsibility for any requirement
to verify the identity of its clients and other persons in respect
of whom it has applied;
3.31. it acknowledges that due to Money Laundering Legislation,
finnCap, the Company and/or their agents may require proof of
identity and verification of the source of the payment before an
application to participate in the Placing can be processed and
that, in the event of delay or failure by the applicant to produce
any information required for verification purposes, finnCap, the
Company and/or their agents may refuse to accept the application
and the subscription moneys relating thereto. It holds harmless and
will indemnify finnCap, the Company and/or their agents against any
liability, loss or cost ensuing due to the failure to process such
application, if such information as has been required has not been
provided by it or has not been provided on a timely basis;
3.32. finnCap and the Company are entitled to exercise any right
in their absolute discretion without any liability whatsoever to
them (or any agent acting on their behalf);
3.33. the representations, undertakings and warranties contained
in this Announcement are irrevocable. It acknowledges that finnCap
and the Company and their respective affiliates will rely upon the
truth and accuracy of the foregoing representations and warranties
and it agrees that if any of the representations or agreements made
or deemed to have been made by its subscription of the Ordinary
Shares are no longer accurate, it shall promptly notify finnCap and
the Company;
3.34. where it or any person acting on behalf of it is dealing
with finnCap any money held in an account with finnCap on behalf of
it and/or any person acting on behalf of it will not be treated as
client money within the meaning of the relevant rules and
regulations of the FCA which therefore will not require finnCap to
segregate such money, as that money will be held by finnCap under a
banking relationship and not as trustee;
3.35. any of its clients, whether or not identified to finnCap,
will remain its sole responsibility and will not become clients of
finnCap or, for the purposes of the rules of the FCA or for the
purposes of any statutory or regulatory provision;
3.36. it accepts that the allocation of Ordinary Shares shall be
determined by finnCap in its absolute discretion (after
consultation with the Company) and that such persons may scale back
any placing commitments (under the Placing) for this purpose on
such basis as they may determine; and
3.37. time shall be of the essence as regard its obligations to
settle payment for the Ordinary Shares and to comply with their
other obligations under the Placing.
4. NO PROSPECTUS
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require a prospectus or equivalent document in the UK. No
offering document or prospectus has been or will be published or
submitted to be approved by the FCA in relation to the Placing and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) and the Publicly Available 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 that it has neither received nor relied on any
other information (other than the Publicly Available Information),
representation, warranty, or statement made by or on behalf of the
Company or finnCap or any other person and none of finnCap or the
Company or any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. The Company is not making any
undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own attorney, tax
advisor and business advisor for legal, tax and business advice
regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any personfor fraudulent
misrepresentation.
5. THE DATA PROTECTION ACT
Each placee acknowledges and agrees that, pursuant to The Data
Protection Act 1998 (the "DP Act") the Company and/or the Registrar
and/or the Administrator, may hold personal data (as defined in the
DP Act) relating to past and present shareholders. Personal data
may be retained on record for a period exceeding six years after it
is no longer used. The Registrar and the Administrator will only
use such information for the purposes set out below (collectively,
the "Purposes"), being to:
5.1. process its personal data (including sensitive personal
data) as required by or in connection with its holding of Ordinary
Shares, including processing personal data in connection with
credit and money laundering checks on it;
5.2. communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Ordinary
Shares;
5.3. provide personal data to such third parties as the
Registrar and/or the Administrator may consider necessary in
connection with its affairs and generally in connection with its
holding of Ordinary Shares or as the DP Act may require, including
to third parties outside the European Economic Area;
5.4. without limitation, provide such personal data to the
Company, the Investment Manager or Investment Adviser and their
respective associates for processing, notwithstanding that any such
party may be outside the European Economic Area; and
5.5. process its personal data for the Registrar's and/or the
Administrator's internal administration.
6. SUPPLY AND DISCLOSURE OF INFORMATION
If finnCap, the Registrar or the Company or any of their agents
request any information about a Placee's agreement to purchase
Shares under the Placing, such Placee must promptly disclose it to
them.
7. MISCELLANEOUS
7.1. The rights and remedies of finnCap, the Registrar, the
Company, the Board and their respective affiliates 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 of one will not prevent the exercise of
others.
7.2. On application, if a Placee is a discretionary fund
manager, that Placee may be asked to disclose in writing or orally
to finnCap the jurisdiction in which its funds are managed or
owned. All documents will be sent at the Placee's risk. They may be
sent by post to such Placee at an address notified to finnCap.
7.3. Each Placee agrees to be bound by the Articles (as amended
from time to time) once the Ordinary Shares that the Placee has
agreed to subscribe pursuant to the Placing have been acquired by
the Placee. The contract to subscribe for Shares under the Placing
will be governed by, and construed in accordance with, the laws of
England and Wales. For the exclusive benefit of finnCap, the
Registrar and the Company each Placee irrevocably submits to the
exclusive jurisdiction of the courts of England and Wales waives
any objection to proceedings in any such courts on the ground of
venue or on the ground that proceedings have been brought in an
inconvenient forum. This does not prevent an action being taken
against a Placee in any other jurisdiction.
7.4. In the case of a joint agreement to purchase Shares under
the Placing, references to a "Placee" in these terms and conditions
are to each of the Placees who are a party to that joint agreement
and their liability is joint and several.
7.5. finnCap and the Company expressly reserve the right to
modify the terms of the Placing (including, without limitation, its
timetable and settlement) at any time before allocations are
determined.
8. Registration and settlement
Following close of the Bookbuild for the Placing, each Placee
allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it
at the Placing Price and containing settlement instructions. Each
Placee will be deemed to agree that it will do all things necessary
to ensure that delivery and payment is completed as directed with
finnCap in accordance with either the standing CREST or
certificated settlement instructions that it has in place with
either of them (as appropriate).
Settlement of transactions in the Placing Shares
(ISIN:GB00BD0ND667) following Admission will take place within the
CREST system. finnCap and the Company reserve the right to require
settlement for, and delivery of, the Placing Shares (or a portion
thereof), to Placees, by such other means as they deem necessary if
delivery or settlement to Placees is not possible or practicable
within the CREST system or would not be consistent with regulatory
requirements in any Placee's jurisdiction.
The Company will deliver the Placing Shares to a CREST account
operated by finnCap as agent for the Company and finnCap will enter
its delivery (DEL) instructions into the CREST system.
It is expected that settlement will be on 9 April 2018 in
accordance with the instructions set out in the trade confirmation
(or such other time and/or date as the Company and finnCap may
agree).
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by finnCap.
Each Placee is deemed to agree that if it does not comply with
these obligations, finnCap may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for its own account and benefit, an amount equal
to the aggregate amount owed by the Placee plus any interest due.
The relevant Placee will, however, remain liable for any shortfall
between 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.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees must ensure that, upon receipt, the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment. finnCap will notify Placees
and any persons acting on behalf of the Placees of any changes.
Definitions
In this Announcement:
"Administrator" means Maitland Administration Services
(Scotland) Limited, in its capacity as the Company's
administrator;
"Admission" means the admission of the Placing Shares to trading
on the Main Market of the Ordinary Shares issued under the Placing
becoming effective in accordance with the LSE Admission Standards
and admission of any Ordinary Shares to the premium listing segment
of the Official List becoming effective in accordance with the
Listing Rules;
"Affiliate" means any group undertaking as defined in section
1161 of the Companies Act 2006 or associated undertaking as defined
in section 449 of the Corporation Tax Act 2010;
"AIFM Directive" means the the EU Directive on Alternative
Investment Fund Managers;
"Articles" means the articles of association of the Company;
"Board" means the Board of Directors of the Company or a duly
authorised committee thereof;
"Bookbuild" means the bookbuilding procedure to be carried out
by finnCap in connection with the Placing;
"Company" means TOC Property Backed Lending Trust PLC, a
closed-ended investment company incorporated in England and Wales
on 27 September 2016 with company number 10395804;
"conditions" means all conditions to the obligations of
finnCap;
"CREST" means the system enabling title to securities to be
evidenced and transferred in dematerialised form operated by
Euroclear UK & Ireland Limited in accordance with the
Uncertificated Securities Regulations 2001 (SI 2001/3755);
"Directors" means the directors of the Company;
"Disclosure Guidance and Transparency Rules" means the
Disclosure Guidance and Transparency Rules made, in the case of the
Transparency Rules only, by the Financial Conduct Authority under
Section 73A of FSMA;
"DP Act" means The Data Protection Act 1998;
"EEA" means the European Economic Area;
"ERISA" means the U.S. Employee Retirement Income Security Act
1976, as amended;
"Euroclear" means Euroclear UK & Ireland Limited, being the
operator of CREST;
"Excluded Territory" or "Excluded Territories" means Australia,
Canada, Japan and the Republic of South Africa;
"FCA" means the Financial Conduct Authority;
"finnCap" means finnCap Ltd;
"FSMA" means the Financial Services and Markets Act 2000, as
amended;
"Group" means the Company and its subsidiary undertakings;
"ISIN" means International Securities Identification Number;
"Investment Adviser" or "Tier One" means Tier One Capital
Limited;
"Listing Rules" means the listing rules made by the UK Listing
Authority pursuant to Part VI of the FSMA;
"London Stock Exchange" means London Stock Exchange plc;
"LSE Admission Standards" means the admission and disclosure
standards published by the London Stock Exchange on 8 May 2017;
"Main Market" means the London Stock Exchange's main market for
listed securities;
"Official List" means the Official List of the UK Listing
Authority;
"Order" means the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005;
"Ordinary Shares" means ordinary shares of GBP0.01 each in the
capital of the Company;
"Placees" means those persons to whom any of the Placing Shares
are to be issued and allotted and "Placee" means any one of
them;
"Placing" means the placing of the Placing Shares by finnCap
with institutional and other investors on behalf of the
Company;
"Placing Price" means 100 pence per Placing Share;
"Placing Shares" means the new Ordinary Shares which are to be
issued in connection with the Placing;
"Prospectus Directive" means Article 3(2) of the Directive of
the European Parliament and of the Council of 4 November 2003 on
the prospectus to be published when securities are offered to the
public or admitted to trading (No 2003/71/EC) (as amended);
"Prospectus Rules" means the prospectus rules made by the
Financial Conduct Authority under Section 73A of FSMA;
"Publicly Available Information" means any information publicly
announced by the Company to a Regulatory Information Service;
"Qualified Investors" means 'qualified investors' within the
meaning of Article 2(1)(e) of the Prospectus Directive;
"Registrar" means Computershare Investor Services PLC;
"Regulations" means the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering
Regulations (2007);
"Regulation S" means Regulation S promulgated under the U.S.
Securities Act;
"Regulatory Information Service" means any of the regulatory
information services included within the list maintained on the
London Stock Exchange's website;
"Relevant Member State" means a member state of the European
Economic Area which has implemented the Prospectus Directive;
"Shareholders" means holders of Ordinary Shares;
"UKLA" or "UK Listing Authority" means the FCA acting in its
capacity as the competent authority for the purposes of Part VI of
FSMA;
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland;
"United States" or "US" means the United States of America, its
territories and possessions, any State of the United States and the
District of Columbia;
"U.S Code" means the U.S. Internal Revenue Code, as amended;
"U.S. Person" means any person who is a U.S. person within the
meaning of Regulation S adopted under the U.S. Securities Act;
and
"U.S. Securities Act" means the United States Securities Act of
1933, as amended.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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