TIDMSSON
RNS Number : 4471I
Smithson Investment Trust PLC
01 April 2020
The information contained in this announcement is restricted and
is not for publication, release or distribution in the United
States of America, any member state of the European Economic Area
(other than the Republic of Ireland), Canada, Australia, Japan or
the Republic of South Africa and any other jurisdiction where to do
so would breach any applicable law.
1 April 2020
Smithson Investment Trust plc
Publication of Prospectus
The Board of Smithson Investment Trust plc (the "Company") is
pleased to announce the publication of a prospectus (the
"Prospectus") in relation to a placing programme of up to 40
million new ordinary shares of GBP0.01 each (the "Ordinary Shares")
in the capital of the Company (the "Placing Programme").
The Placing Programme is intended to be flexible and may have a
number of closing dates in order to provide the Company with the
ability to issue and allot Ordinary Shares on appropriate occasions
over a period of time.
The Placing Programme is intended to satisfy ongoing market
demand for the Company's shares and to raise further money for
investment in accordance with the Company's investment policy.
The Placing Programme will conclude on the earlier of 31 March
2021 or when the maximum number of Ordinary Shares available for
issue, being 40 million Ordinary Shares, have been issued pursuant
to the programme. There is no guarantee that the final number of
Ordinary Shares issued will be 40 million or indeed that any
Ordinary Shares will be issued at all.
The Prospectus will shortly be available from the Company's
website (www.smithson.co.uk) and on the National Storage Mechanism
at www.morningstar.co.uk/uk/NSM.
The Company's LEI is 52990070BDK2OKX5TH79.
Enquiries:
Fundsmith LLP +44 (0) 20 3551 6339
Mark Laurence, Chief Operating Officer
Simon Godwin, Chief Financial Officer
Investec Bank plc +44 (0) 20 7597 4000
David Yovichic
Denis Flanagan
Important Information
This announcement which has been prepared by, and is the sole
responsibility of, the Directors of the Company has been approved
for the purposes of section 21 of the Financial Services and
Markets Act 2000, as amended (the "FSMA"), by Fundsmith LLP
("Fundsmith"), which is authorised and regulated by the Financial
Conduct Authority.
This announcement is an advertisement and does not constitute a
prospectus or a key information document ("KID") relating to the
Company and does not constitute, or form part of, any offer or
invitation to sell or issue, or any solicitation of any offer to
subscribe for, any shares in the Company in any jurisdiction nor
shall it, or any part of it, or the fact of its distribution, form
the basis of, or be relied on in connection with or act as any
inducement to enter into, any contract therefor. Investors should
not subscribe for or purchase any transferable securities referred
to in this announcement except on the basis of information in the
Prospectus. Copies of the Prospectus and the KID will be available
from the Company's registered office and the Company's website (
www.smithson.co.uk ) .
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.
Recipients of this announcement who are considering acquiring
Ordinary Shares following publication of the Prospectus and receipt
of the KID are reminded that any such acquisition must be made only
on the basis of the information contained in the Prospectus which
may be different from the information contained in this
announcement. The subscription for Ordinary Shares may be subject
to specific legal and/or regulatory restrictions in certain
jurisdictions. Persons distributing this announcement must satisfy
themselves that it is lawful to do so. The Company assumes no
responsibility in the event that there is a violation by any person
of such restrictions.
This announcement may not be published, distributed or
transmitted by any means or media, directly or indirectly, in whole
or in part, in or into the United States of America (including the
District of Columbia) and any of its territories, possessions and
other areas subject to its jurisdiction (the "United States"). This
announcement does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States.
The securities mentioned in this announcement have not been, and
will not be, registered under the U.S. Securities Act of 1933, as
amended (the "US Securities Act") or with any securities regulatory
authority of any state or other jurisdiction of the United States
and will not be offered, sold, exercised, resold, transferred or
delivered, directly or indirectly, in or into the United States or
to, or for the account or benefit of, any US person (as defined
under Regulation S under the US Securities Act). The Company has
not been, and will not be, registered under the U.S. Investment
Company Act of 1940, as amended.
Neither this announcement nor any copy of it may be: (i) taken
or transmitted into or distributed in any member state of the
European Economic Area (other than the Republic of Ireland),
Canada, Australia, Japan or the Republic of South Africa or any
other jurisdiction where to do so would breach any applicable law
or to any resident thereof. Any failure to comply with these
restrictions may constitute a violation of the securities laws or
the laws of any such jurisdiction. The distribution of this
announcement in other jurisdictions may be restricted by law and
the persons into whose possession this announcement comes should
inform themselves about, and observe, any such restrictions.
This announcement may include "forward-looking statements". All
statements other than statements of historical facts included in
this announcement, including, without limitation, those regarding
the Company's financial position, business strategy, plans and
objectives of management for future operations (including
development plans and objectives) are forward-looking
statements.
Forward-looking statements are subject to risks and
uncertainties and accordingly the Company's actual future financial
results and operational performance may differ materially from the
results and performance expressed in, or implied by, the
statements. These factors include but are not limited to those
described in the Prospectus. These forward-looking statements speak
only as at the date of this announcement. The Company expressly
disclaims any obligation or undertaking to update or revise any
forward-looking statements contained in this announcement 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 the FSMA, the Listing Rules or Prospectus
Regulation Rules of the Financial Conduct Authority or other
applicable laws, regulations or rules. Investec Bank plc
("Investec"), which is authorised in the United Kingdom by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting exclusively for the Company and for no one else in relation
to the Placing Programme and/or the matters referred to in this
announcement. Investec will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to
the Placing Programme and/or the matters referred to in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing any advice in relation to the Placing Programme
and/or the matters referred to in this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Investec by the FSMA or the regulatory regime established
thereunder, Investec does not make any representation express or
implied in relation to, nor accepts any responsibility whatsoever
for, the contents of this announcement or the matters described
herein or any other statement made or purported to be made by it or
on its behalf in connection with the Company and/or the matters
referred to in this announcement. Investec (and its affiliates)
accordingly, to the fullest extent permissible by law, disclaims
all and any responsibility or liability (save for any statutory
liability) whether arising in tort, contract or otherwise which it
might have in respect of the contents of this announcement or any
other statement made or purported to be made by it or on its behalf
in connection with the Company and/or the matters referred to
herein.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Ordinary Shares have been subject to a product approval
process, which has determined that the Ordinary Shares 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 MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their
investment; the Ordinary Shares offer no guaranteed income and no
capital protection; and an investment in the Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing Programme.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Ordinary
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
PRIIPS (as defined below)
ln accordance with the Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key
information documents for packaged retail and insurance-based
investment products ("PRIIPs") and its implementing and delegated
acts (the "PRIIPs Regulation"), Fundsmith has prepared a KID in
respect of the Ordinary Shares. The KID is made available by
Fundsmith to "retail investors" prior to them making an investment
decision in respect of the Ordinary Shares at the Company's website
( www.smithson.co.uk ) .
If you are distributing Ordinary Shares, it is your
responsibility to ensure that the KID is provided to any clients
that are "retail clients".
Fundsmith is the only manufacturer of the Ordinary Shares for
the purposes of the PRIIPs Regulation and Investec is not a
manufacturer for these purposes. Investec makes no representations,
express or implied, or accepts any responsibility whatsoever for
the contents of the KID prepared by Fundsmith or any future key
information document prepared by Fundsmith nor accepts any
responsibility to update the contents of the KID in accordance with
the PRIIPs Regulation, to undertake any review processes in
relation thereto or to provide the KID to future distributors of
Ordinary Shares. Investec and its affiliates accordingly disclaim
all and any liability whether arising in tort or contract or
otherwise which it or they might have in respect of the KID.
Investors should note that the procedure for calculating the risks,
costs and potential returns in the KID are prescribed by laws. The
figures in the KID may not reflect actual returns for the Company
and anticipated performance returns cannot be guaranteed.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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