TIDMMNTN
RNS Number : 2241T
Schiehallion Fund Limited (The)
23 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR WITHIN THE UNITED
STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, AUSTRALIA,
CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER
PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF
ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF
THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
and not a prospectus. This announcement does not constitute or form
part of, and should not be construed as, an offer for sale or
subscription of, or solicitation of any offer to subscribe for or
to acquire, any shares in the Company in any jurisdiction,
including in or into the United States, any member state of the
European Economic Area, Australia, Canada or Japan. Investors
should not subscribe for or purchase any C shares referred to in
this announcement except on the basis of information in a
prospectus published by The Schiehallion Fund Limited in connection
with the proposed admission of C shares to trading on the
specialist fund segment of the main market for listed securities of
London Stock Exchange plc.
LEI - 213800NQOLJA1JCWXQ56
23 March 2021
The Schiehallion Fund Limited
Publication of Prospectus in connection with a proposed placing
of C Shares
Further to the announcement made by The Schiehallion Fund
Limited (the "Company") on 19 March 2021 the Board is pleased to
announce the publication today of a prospectus (the "Prospectus")
in connection with a placing of C shares of no par value (the "C
Shares") at an issue price of US$1.00 per C Share (the "Placing")
and admission of the C Shares to trading on the Specialist Fund
Segment ("Admission").
The Placing is targeting an issue of in excess of 500 million C
Shares and the Net Placing Proceeds will be used to acquire
investments in accordance with the Company's investment objective,
being to generate capital growth for investors through making
long-term minority investments in later stage private businesses
that the Company considers to have transformational growth
potential and to have the potential to become publicly traded.
Winterflood Securities Limited is acting as Sole UK Placing
Agent and Bookrunner in connection with the Placing.
The expected timetable is as set out below.
Commencement of the Placing 23 March 2021
Latest time and date for placing 2.00 p.m.* on 21 April 2021
commitments under the Placing
Publication of results of the Placing 22 April 2021
Admission and dealing in C Shares 8.00 a.m. on 26 April 2021
commences
CREST Accounts credited with uncertificated as soon as practicable after
C Shares 8.00 a.m. on 26 April 2021
Where applicable, definitive share approximately two weeks
certificates despatched by post after Admission
* or such later time as may be notified to a Placee.
References to times are to London times unless otherwise stated.
Any changes to the expected timetable set out above will be
notified to the market by the Company via an RIS announcement.
Further information on the Placing is set out in the Prospectus,
which will shortly be available for inspection at the Company's
website ( www.schiehallionfund.com ) and from the National Storage
Mechanism ( https://data.fca.org.uk/#/nsm/nationalstoragemechanism
).
Terms used and not defined in this announcement shall have the
meanings given to them in the Prospectus.
For further information please contact:
Baillie Gifford & Co
Alex Blake
Tel: 0131 275 2859
Winterflood Securities Limited (Sole UK Placing Agent and
Bookrunner)
Neil Morgan
Tel: 020 3100 0292
IMPORTANT NOTICE
This announcement, and the information contained therein, is not
for viewing, release, distribution or publication in or into the
United States, any member state of the European Economic Area,
Australia, Canada, Japan or any other jurisdiction where applicable
laws prohibit its release, distribution or publication, and will
not be made available to any resident of the United States.
The distribution of this document in other jurisdictions may be
restricted by law and persons into whose possession this document
comes must inform themselves about, and observe, any such
restrictions. Any failure to comply with the restrictions may
constitute a violation of the federal securities law of the United
States and the laws of other jurisdictions.
The Company has not been and will not be registered under the US
Investment Company Act of 1940, as amended (the "Investment Company
Act"), and as such investors are not and will not be entitled to
the benefits of the Investment Company Act. The C Shares have not
been and will not be registered under the US Securities Act of
1933, as amended (the "Securities Act"), or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and may not be offered, sold, resold, pledged,
delivered, assigned or otherwise transferred, directly or
indirectly, into or within the United States or to, or for the
account or benefit of, "U.S. persons" as defined in Regulation S
under the Securities Act ("US Persons"), except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction in the United States and in a manner which would not
result in the Company being required to register under the
Investment Company Act. In connection with the Placing, the C
Shares are being offered or sold only (i) outside the United States
in "offshore transactions" to non-US Persons pursuant to Regulation
S under the Securities Act, and (ii) to persons who are both
"qualified purchasers" as defined in the Investment Company Act
("Qualified Purchasers") and "accredited investors" as defined in
Regulation D under the Securities Act ("Accredited Investors")
pursuant to an exemption from the registration requirements of the
Securities Act. There has been and will be no public offer of the C
Shares in the United States.
Neither the US Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the C Shares
or passed upon or endorsed the merits of the offering of the C
Shares or the adequacy or accuracy of the Prospectus. Any
representation to the contrary is a criminal offence in the United
States.
The merits or suitability of the C Shares must be independently
determined by each investor on the basis of its own investigation
and evaluation of the Company. Any such determination should
involve, among other things, an assessment of the legal, tax,
accounting, regulatory, financial, credit and other related aspects
of the securities.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
This information is provided by RNS, the news service of the
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END
PDIFLFISVEIVFIL
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