28 November 2016
This announcement is for information
purposes only and does not contain or constitute an offer of, or
the solicitation of an offer to buy, any securities referred to
herein to any person in any jurisdiction, including the United States, Australia, Canada, Japan
or South Africa. Neither this
announcement nor anything contained herein shall form the basis of,
or be relied upon in connection with any offer or commitment
whatsoever in any jurisdiction.
This announcement is an advertisement and not a prospectus. It
does not constitute an offer of securities for sale or subscription
in any jurisdiction. Investors should not subscribe for or purchase
any securities referred to in this announcement except in
compliance with applicable securities laws and only on the basis of
information in the prospectus (the "Prospectus") published by BACIT
Limited in connection with the issue and the proposed admission of
new ordinary shares (the "New Ordinary Shares") to listing on the
Premium Segment of the Official List (the "Official List") of the
Financial Conduct Authority (the "FCA") and to trading on the main
market for listed securities of London Stock Exchange plc (the
"London Stock Exchange") (together, "Admission"). A copy of the
Prospectus and Circular will shortly be available for inspection,
subject to applicable securities laws, from the Company’s website
at www.bacitltd.com.
BACIT LIMITED
("BACIT" OR THE “COMPANY”)
PROPOSED EXPANSION
OF INVESTMENT POLICY AND CAPITAL RAISE IN ORDER TO EVOLVE INTO A
LIFE SCIENCE INVESTMENT CHAMPION
Introduction
Further to the announcement on 7 November
2016, BACIT has today published a circular (the “Circular”)
and prospectus (the “Prospectus”) in respect of the proposed
expansion of the Company. Terms used in this announcement
shall have the same meaning as set out in the Circular and
Prospectus.
The principal elements of the Proposals are as follows:
- The expansion of the Company’s investment policy to permit it
to make life science investments in addition to its existing
commitment to the CRT Pioneer Fund (the ‘‘Pioneer Fund’’)
and alongside its existing portfolio of alternative fund
investments.
- The indirect acquisition by the Company from Wellcome Trust of
Syncona Partners LLP (‘‘Syncona’’), an independent
subsidiary of Wellcome Trust that operates as a self-managed
evergreen investment company, which owns a portfolio of life
science investments, and the acquisition by the Company of Cancer
Research Technology’s (‘‘Cancer Research Technology’’)
limited partnership interest in the CRT Pioneer Fund LP (the
“Pioneer Fund”) taking the Company’s aggregate percentage interest
in the Pioneer Fund to 64.11 per cent.
- Revisions to the Company’s investment management arrangements,
including the expansion, and future internalisation, of the
investment management team to include leading life science
specialists from Syncona.
- An indirect investment in the Company by Wellcome Trust of
approximately £319 million and by Cancer Research UK Limited
(‘‘CRUK’’) of approximately £27 million (of which
approximately £10.6 million is in respect of the Company’s
acquisition of the limited partnership interest in the Pioneer
Fund) (the ‘‘Firm Placing’’). Each of Wellcome Trust and
CRUK will subscribe for Ordinary Shares at a price of 131.15 pence per Ordinary Share (the ‘‘Offer
Price’’) which represents a premium of 1.35 per cent. to the
Company’s last published net asset value so as not to be dilutive
to existing Shareholders. Both Wellcome Trust and CRUK will be
subject to a 24 month shareholding lock-up.
- The Company will make Life Science Investments across multiple
therapeutic areas although it will commit at least 25 per cent. of
the assets it allocates to making Life Science Investments to
oncology projects and businesses.
- A preemptive open offer to the Company’s existing shareholders
and a placing to eligible new investors under which participants
may acquire New Ordinary Shares or existing Ordinary Shares that
Shareholders elect to sell through the Liquidity Facility at the
Offer Price (the ‘‘Issue’’).
- The Company is also offering existing Shareholders the chance
to sell their existing Ordinary Shares at the Offer Price to the
extent that such Ordinary Shares can be sold by the Company, acting
as agent for the selling Shareholder, to an incoming investor under
the Placing and Open Offer.
- Amendments to the Company’s existing investment management
agreement (the ‘‘BACIT UK Agreement’’) with BACIT (UK)
Limited (‘‘BACIT UK’’) (the ‘‘BACIT UK
Amendments’’).
- The adoption of a long term incentive plan (‘‘LTIP’’)
for the Life Science Investment Management Team.
- Changes to the Board to reflect the revised investment focus
and structure of the Company.
- The change of the Company’s name to ‘‘Syncona Limited’’.
If implemented, the effect of the Proposals will be to provide
Shareholders with exposure to some of the leading life science
opportunities in the United
Kingdom as well as to the alternative investment fund
portfolio, while continuing the Company’s annual donation to
charities, including to the Institute of Cancer Research (the
‘‘ICR’’). It is intended that the Proposals should
take effect from 19 December 2016
(the “Implementation Date”).
The Proposals require a number of matters to be approved by
Shareholders, in respect of which resolutions are being proposed at
the EGM (the ‘‘Implementation Resolutions’’).
The Company is also bringing forward the discontinuation vote
that would otherwise have been proposed at its annual general
meeting in 2017 (the ‘‘Discontinuation Resolution’’).
Implementation of the Proposals is conditional on Shareholders
(a) PASSING all of the Implementation Resolutions and (b)
NOT PASSING the Discontinuation Resolution. All of the
Implementation Resolutions must be passed for the Proposals to go
ahead.
The implementation of the Proposals will also be conditional on
the number of Ordinary Shares that are offered for sale by existing
Shareholders under the Liquidity Facility being lower than the
number of Ordinary Shares that are subscribed for under the Placing
and Open Offer.
As the share subscription by Wellcome Trust will result in it
holding 30 per cent. or more of the Company’s voting rights, its
subscription will be conditional on the Company’s existing
Shareholders passing a Takeover Code Rule 9 ‘‘whitewash’’
resolution (the ‘‘Waiver Resolution’’). For the avoidance of
doubt the Waiver Resolution is one of the required Implementation
Resolutions.
The Company also anticipates that two of the Company’s
significant shareholders may participate in the Placing and the
Excess Application Facility (the ‘‘Related Party Share
Subscription’’). Whether a Shareholder vote is required on the
Related Party Share Subscription will depend on the size of the
allotment made to the respective Shareholders. However, the
Company is prospectively seeking shareholder approval now, by way
of an ordinary resolution, such that any allotment and issue would
not need to be scaled back to an amount that does not require
Shareholder approval.
Explanation of, and reasons for, the Proposals
The Company was launched in October
2012 as an innovative investment company which provides
investors with access to leading alternative investment managers on
a ‘‘gross return’’ basis while also making an annual charitable
donation (the ‘‘Annual Donation’’) and committing a small
portion of its assets to life science investments.
The success of the Company since its launch has been due to the
generous support of the managers of the investment funds in which
the Company invests and the provision of investment management
services by the investment management team led by Thomas Henderson. The contribution by the
Company to the charities that it supports through its sizable
donations and to medical and scientific research though its
financial commitments to development and innovation projects are
key to the continuing support of both the underlying managers and
the BACIT UK investment management team.
The Company now has a unique opportunity to make a
transformational change to its exposure to, and financing of, life
science investments by aligning the Company with two of the UK’s
leading medical research charities, Wellcome Trust and CRUK.
Pursuant to the Proposals:
- The Company’s investment policy will be extended to permit it
to make an unlimited number of life science investments (‘‘Life
Science Investments’’) with a view, over time, to becoming
predominantly a life science investment company. The Company will
generally (but not exclusively) make early stage life science
investments with a view to holding, and financing, those
investments until they reach commercialisation and beyond.
- The Company will continue to make investments in alternative
investment funds (‘‘Fund Investments’’), although new Fund
Investments will not necessarily be made on a gross return
basis.
- The Company will not be required to invest a specific
percentage of its assets in either Life Science Investments or Fund
Investments. The Company expects, however, that it will invest its
assets in Fund Investments until it requires financing for specific
Life Science Investments, at which time an appropriate amount of
the Fund Investments may be sold or redeemed.
- The Company expects to invest approximately £100 million per
year of its gross assets in Life Science Investments until
substantially all of the Company’s gross assets are invested in
Life Science Investments.
- The Company will indirectly acquire Syncona (via the
acquisition of the Syncona Partnership Interests) and the limited
partnership interest in the Pioneer Fund which is currently held by
Cancer Research Technology (together the ‘‘Initial Life Science
Portfolio’’).
- The Company will continue to donate a portion of its Net Asset
Value to charity each year, but the relevant percentage will be
reduced to 0.3 per cent. to take account of the increased size of
the Company (subject to transitional arrangements to prevent the
actual amount of the donation falling to below an amount equal to
the donation made for the period from 1
April 2015 to 31 March 2016 as
a result of implementation of the Proposals).
In addition, the Company will reconfigure its investment
management arrangements by the recruitment of the existing Syncona
life science investment management team (the ‘‘Life Science
Investment Management Team’’). The Life Science Investment
Management Team will be employed by Syncona Investment Management
Limited, a new wholly-owned subsidiary of the Company
(‘‘SIML’’), whose chief executive officer will be
Martin Murphy, currently the chief
executive officer of Syncona. The Company believes that the Life
Science Investment Management Team possesses a unique combination
of experience and expertise and is very well placed to take
advantage of opportunities afforded by the life science sector.
Subject to receipt of the appropriate regulatory authorisations,
SIML will become the alternative investment fund manager
(‘‘AIFM’’) of the Company, with investment discretion over
the Company’s entire investment portfolio including, as described
below, the allocation of assets between Life Science Investments
and Fund Investments. The amount payable to SIML in respect of
remuneration of its employees and its additional running costs will
be subject to agreement by the Board and will not exceed one per
cent. per annum of the Company’s Net Asset Value from time to time.
When taken with the fee proposed to be paid under the amended BACIT
UK Agreement, this represents a cost to the Company in respect of
the management of its assets of up to 1.19 per cent. of the
Company’s Net Asset Value per annum.
BACIT UK will remain as the Company’s AIFM until SIML receives
regulatory authorisation. In the meantime, following implementation
of the Proposals, the Company’s investment management arrangements
will be structured so that BACIT UK has investment discretion over
the Company’s entire investment portfolio. Once SIML is authorised
as the Company’s AIFM, BACIT UK will become a sub-adviser to SIML
in respect of the Company’s Fund Investment portfolio, and keep
discretion as to the allocation of that portfolio to specific Fund
Investments. BACIT UK will not, however, from that point have any
role regarding the Life Science Investment portfolio nor will it
decide what proportion of the Company’s assets are allocated to
Life Science Investments or Fund Investments.
The Company believes that implementation of the Proposals offers
the opportunity to increase the Company’s size and investment
scope, which should make it more attractive to a wider and more
diverse investor base, including through enhancing secondary market
liquidity in the Shares, while supporting and enhancing the
Company’s existing objectives and charitable contributions.
The managers of the Company’s existing Fund Investments and the
ICR are all supportive of the Proposals.
Impact of the Proposals on the Company’s target return and
distribution and discount management policies
If the Proposals are implemented, the Company will, over the
longer term, pursue an annualised return per share across its
investment portfolio of 15 per cent. net of fees and
expenses[1].
The Company’s existing distribution policy, which targets
dividends of two per cent. per annum of Net Asset Value, will
remain unchanged by the implementation of the Proposals. In
addition, the Company will retain its existing scrip dividend
arrangements pursuant to which shareholders will receive New
Ordinary Shares in place of a cash dividend, unless they
specifically elect to receive the cash dividend.
Shareholders should note that the target return and distribution
policy are targets only and are not profit forecasts. There can be
no assurance that any target will be met and they should not be
taken as an indication of the Company’s expected or actual future
results. Further, payment of any dividend is subject to compliance
with applicable law and regulations including the satisfaction of
the statutory solvency test under the Companies Law.
Save for the proposed removal of the requirement contained in
the Articles periodically to propose a discontinuation vote, the
Company’s approach to discount management will remain unchanged as
a result of the implementation of the Proposals and, should the
Ordinary Shares trade at a discount to the prevailing Net Asset
Value, the Company will consider whether (but has no obligation) to
make own share purchases with a view to alleviating the
discount.
Shareholders should also note that, if the Proposals are
implemented, then, as a result of the change in the Company’s
investment focus and expansion of the Company’s investment
management team, the Company will no longer present alternative
proposals regarding the future of the Company for the approval of
Shareholders should Thomas Henderson
cease to be involved with the Company and its group.
Terms of the new capital raise, including the Firm Placing, the
Placing, the Open Offer, and the Liquidity Facility
The Company will, conditional on implementation of the remainder
of the Proposals, issue 243,461,685 New Ordinary Shares to Wellcome
Trust and 20,872,732 New Ordinary Shares to CRUK at the Offer
Price.
Shareholders are being asked at the EGM to approve the issue of
these shares on a non-preemptive basis. As at the latest
practicable date prior to the date of this document, the Ordinary
Shares to be issued under the Firm Placing represent at least 68.5
per cent. of the entire issued share capital of the Company.
As the share subscription by Wellcome Trust under the Firm
Placing will result in it holding 30 per cent. or more of the
Company’s voting rights, as enlarged by the Issue, the share
subscription is also conditional on the Company’s existing
shareholders passing a ‘‘whitewash’’ resolution pursuant to Rule 9
of the Takeover Code, which is also being proposed at the EGM.
Alongside the Firm Placing, the Company intends to issue New
Ordinary Shares at the Offer Price by way of the Placing and Open
Offer.
Qualifying Shareholders will be offered the opportunity to
subscribe for 6 New Ordinary Shares for every 19 Ordinary Shares
held as at the Record Date at the Offer Price under the Open Offer
and the Company will issue up to 121,938,563 New Ordinary Shares at
the Offer Price in the Placing.
The Company is also offering existing Shareholders the chance to
sell their Ordinary Shares to incoming investors at the Offer Price
pursuant to the Liquidity Facility.
The Proposals are conditional on the demand for Ordinary Shares
under the Placing and Open Offer at least equalling the demand to
sell Ordinary Shares under the Liquidity Facility.
Shareholders are also being sent a prospectus and a circular in
relation to the Firm Placing and Placing and Open Offer and a deed
of election in connection with the Liquidity Facility.
The BACIT UK Amendments
Currently, the BACIT UK Agreement is terminable on 180 days’
notice by the Company.
In order to provide a longer term incentive for the investment
management team employed by BACIT UK (especially following the
appointment of SIML as the Company’s AIFM) and to ensure continuity
for the underlying managers who provide the Company with ‘‘fee
free’’ access to their funds, it is proposed that the BACIT UK
Agreement should be amended so that it is terminable by the Company
on the following terms:
- the BACIT UK Agreement will have an initial fixed term of five
years from the Implementation Date (the ‘‘First Period’’);
and
- at the expiry of the First Period, the BACIT UK Agreement will
continue for a further five years and terminate on the date that is
10 years from the Implementation Date (the ‘‘Second
Period’’) provided that, over the First Period, the Fund
Investment portfolio has achieved a time weighted return equal to
(a) at least 70 per cent. of the upside return or (b) no worse than
40 per cent. of the downside return generated by the FTSE All Share
Index over the First Period (assuming reinvestment of all
dividends).
The BACIT UK Agreement will not automatically renew at the end
of the Second Period. Otherwise, the BACIT UK Agreement will not be
terminable by the Company during the First Period or Second Period
other than for certain cause events or with the agreement of BACIT
UK.
The fees payable under the BACIT UK Agreement as so amended will
be as follows:
- 0.19 per cent. of Net Asset Value per annum for the First
Period.
- 0.15 per cent. of Net Asset Value per annum for the Second
Period.
For the purposes of calculating the amount of the fee payable
under the BACIT UK Agreement the portion of Net Asset Value
attributable to Life Science Investments as well as to Fund
Investments will be included.
BACIT UK is a related party of the Company for the purposes of
the Listing Rules and the BACIT UK Amendments represent a related
party transaction between the Company and BACIT UK. However
notwithstanding that the BACIT UK Amendments are a “smaller”
related party transaction pursuant to LR 11.1.10 of the UK Listing Rules and do not
therefore technically require a vote, the Board is seeking
shareholder approval for the BACIT UK Amendments. BACIT UK
does not own any shares in the Company but Thomas Henderson and Martin Thomas, who are both directors of BACIT
UK, are shareholders of the Company. Each of Mr. Henderson and Mr.
Thomas will not vote on the resolution to approve the BACIT UK
Amendments and will take all reasonable steps to ensure that none
of their respective associates will vote on the relevant
resolution.
LTIP arrangements
The shareholder circular sets out the proposed terms of the LTIP
for the incentivisation of the Life Science Investment Management
Team.
Changes to the Board
If the Proposals are implemented, Arabella Cecil will resign as a director of the
Company and each of Nigel Keen and
Ellen Strahlman will be appointed as
directors (the ‘‘Proposed Directors’’) with effect from the
Implementation Date. Each of Jeremy
Tigue, Thomas Henderson,
Peter Hames and Nicholas Moss will remain on the Board.
Biographies for each of the Proposed Directors are as
follows:
Nigel Keen
Nigel is the Chairman and co-founder of Syncona Partners. He is
also Chairman of Oxford University
Innovation, the technology transfer group for Oxford University, and Chairman of the Oxford
Academic Health Science Network, a new entity established by the
National Health Service in England
to align the interests of patients in its region with academia,
industry and the healthcare system. He was previously Chairman of
Laird plc for 14 years and Oxford Instruments plc for 16 years. His
career has encompassed venture capital, industry and banking. He
has a degree in engineering from Cambridge
University, is a Fellow of the Institute of Chartered
Accountants, a Fellow of the Institute of Engineering and
Technology and has been involved in the formation and development
of high technology businesses for more than thirty years. He is
also the Chairman of the AIM listed medical device company, Deltex
Medical.
Ellen Strahlman
Ellen is a senior executive with 25 years of international
experience in the healthcare industry (biopharmaceuticals, medical
devices, public health). Ellen is currently the Chief Medical
Officer and Executive Vice President, Research & Development
for BD (Becton, Dickinson and Company), a leading global medical
technology company. Ellen was previously with GlaxoSmithKline, plc,
having served as the Senior Vice President and Chief Medical
Officer (CMO) since 2008 and more recently working in the Office of
the CEO as Senior Medical Advisor and Global Head of Neglected
Tropical Diseases. Ellen is a graduate of Harvard University (Biochemical Sciences) and
obtained her medical degree from the Johns
Hopkins School of Medicine. She has medical qualifications
in general surgery (Johns Hopkins) and
ophthalmology (the Wilmer Institute, Johns
Hopkins).
Finally, Ellen earned her Master’s Degree in Health Sciences
from the Johns Hopkins Bloomberg School of Public Health as a
Carnegie-Mellon Physician Public Health Fellow.
There are no details required to be disclosed in respect of
either of the proposed directors pursuant to LR9.6.13R.
Discontinuation Resolution
The Discontinuation Resolution is an ordinary resolution which
will bring the discontinuation vote of the Company forward from its
annual general meeting in 2017 and, if passed, will require the
Company’s directors to formulate proposals to be put to
shareholders within six months of the resolution being passed to
reorganise or reconstruct the Company.
The directors anticipate that, should the Discontinuation
Resolution be passed, they will propose the winding up of the
Company to Shareholders.
It should be noted, however, that the winding up and liquidation
of the Company may take a significant length of time in light of
the illiquidity of certain of the Company’s underlying investments
or, in order to expedite the winding up process, may require
certain investments to be sold at below their net asset value.
Accordingly, there can be no guarantee that a liquidation of the
Company will result in Shareholders receiving an amount equal to
the prevailing Net Asset Value of the Company, either in the
immediate future or at all. Further, if the Company were to be
wound up, its support for charitable causes would cease.
The Board considers that a vote AGAINST the
Discontinuation Resolution is in the best interests of the
Shareholders as a whole.
The Implementation Resolutions
There are 11 Implementation Resolutions, each of which is
conditional on the others BEING PASSED and the
Discontinuation Resolution NOT BEING PASSED.
The Implementation Resolutions are as follows:
- An ordinary resolution to approve the expansion of the
Company’s investment policy.
- An ordinary resolution to approve the BACIT UK Amendments.
- An ordinary resolution to approve the LTIP.
- Two ordinary resolutions to appoint each of Nigel Keen and Ellen
Strahlman as directors of the Company with effect from the
Implementation Date.
- An ordinary resolution to waive the obligation of Wellcome
Trust to make a mandatory offer for the Company’s Ordinary Shares
pursuant to Rule 9 of the Takeover Code notwithstanding that it
will own in excess of 30 per cent. of the Company’s issued Ordinary
Shares as a result of the Proposals.
- A special resolution to change the Company’s name to ‘‘Syncona
Limited’’.
- A special resolution to amend the Articles: (a) to remove the
requirement to propose a discontinuation resolution at the annual
general meeting in 2017 and at the annual general meeting held
every five years thereafter; and (b) to provide that the Company’s
investment policy can only be amended by a special resolution of
the Shareholders.
- An ordinary resolution to authorise the issue of 386,272,980
New Ordinary Shares (representing 100 per cent. of the issued share
capital of the Company as at the latest practicable date prior to
the date of this announcement).
- An extraordinary resolution to allot and issue 386,272,980 New
Ordinary Shares (representing 100 per cent. of the issued share
capital of the Company as at the latest practicable date prior to
the date of this announcement) of the Company for cash on a
non-preemptive basis in respect of the issue of shares to Wellcome
Trust and CRUK and to eligible new investors under the
Placing.
The Board considers that a vote FOR each of the
Implementation Resolutions is in the best interests of the
Shareholders as a whole.
Consequences of the failure to pass the Implementation
Resolutions and the Discontinuation Resolution
In the event that Shareholders pass neither the Implementation
Resolutions nor the Discontinuation Resolution, there will be no
immediate change to the structure or operations of the Company. The
Company will continue to be required to propose a discontinuation
resolution at the 2017 annual general meeting.
Issue
Statistics
Total number of Ordinary Shares in issue prior to the Issue and
Firm Placing... 386,138,785
Total number of New Ordinary Shares to be issued under the Firm
Placing....... 264,334,417
Maximum number of New Ordinary Shares to be issued under the
Issue ........... 121,938,563
Maximum number of Ordinary Shares in issue following the Issue
..................... 772,411,765
Maximum percentage of enlarged issued
share capital represented by the New
Ordinary Shares
.....................................................................................................
50.0%
Offer Price
..............................................................................................................
131.15 pence per New Ordinary
Share
Maximum gross proceeds of the Issue and Firm Placing receivable
by the
Company................................................................................................................
£506.6m
Maximum net proceeds of the Issue and Firm Placing receivable by
the Company £500.0m
Maximum market capitalisation of the
Company at the Offer Price immediately
following the Issue and Firm Placing
....................................................................
£1,013.0m
Expected
timetable
Record
Date to participate in the Open Offer and Liquidity Facility
................. |
5 p.m. on
24 November 2016 |
Publication of the Circular, Prospectus and Open Offer Application
Form ........... |
28
November 2016 |
Ex
entitlement date for the Open
Offer................................................................ |
8 a.m. on
29 November 2016 |
Open Offer
Entitlements enabled in CREST and credited to stock accounts of
Qualifying CREST Shareholders in CREST
...................................................... |
30
November 2016 |
Recommended latest time for requesting withdrawal of Open Offer
Entitlements from CREST
................................................................................... |
4.30 p.m.
on 8 December 2016 |
Latest
time and date for depositing Open Offer Entitlements
into CREST
........................................................................................................... |
3 p.m. on
9 December 2016 |
Latest
time and date for return of completed Form of Proxy |
11 a.m.
on 12 December 2016 |
Latest
time and date for splitting of Application Forms (to satisfy
bona fide
market claims only)
.............................................................................................. |
3 p.m. on
12 December 2016 |
Latest
time and date for return of completed Deeds of Election or
settlement of relevant CREST instruction to participate in the
Liquidity Facility .................... |
11
a.m. on 13 December 2016 |
Extraordinary General Meeting |
11 a.m.
on 14 December 2016 |
Announcement of results of Extraordinary General Meeting |
14
December 2016 |
Placing
closes
....................................................................................................... |
11 a.m.
on 14 December 2016 |
Latest
time and date for receipt of completed Application Forms and
payment in full under the Open Offer (and Excess Application
Facility) or settlement of relevant CREST instruction (as
appropriate).............................................................................. |
11
a.m. on 14 December 2016 |
Announcement of the results of the Issue through a Regulatory
Information Service
................................................................................................................... |
15
December 2016 |
Admission and commencement of dealings in the New Ordinary
Shares ..... |
19
December 2016 |
Anticipated Implementation Date |
19
December 2016 |
CREST
Members’ accounts credited in respect of New Ordinary Shares in
uncertificated form
................................................................................................ |
as soon
as possible after 8 a.m. on 19 December 2016 |
Despatch
of definitive share certificates for New Ordinary Shares in
certificated form
........................................................................................................................ |
Within 14
days of Admission |
Expected
date of settlement of proceeds from Ordinary Shares sold under the
Liquidity Facility, including despatch of cheques
............................................... |
Week
commencing 19 December 2016 |
Each of the times and dates in the
above timetable is subject to change. References to times are to
London time unless otherwise
stated. Temporary documents of title will not be issued.
Fractions of New Ordinary Shares will not be issued and cash
that otherwise would have been applied by the Company in paying up
those fractions will be retained by the Company.
The New Ordinary Shares can be held by Qualifying Shareholders
either in certificated form (that is by holding a physical share
certificate) or in uncertificated form through CREST.
Issue of the New Ordinary Shares under the Firm Placing and
Placing and Open Offer is conditional, amongst other things, on the
listing of the New Ordinary Shares on the Official List of the UKLA
and admission of the New Ordinary Shares to trading on the London
Stock Exchange’s main market for listed securities. The New
Ordinary Shares will rank equally in all respects with the existing
Ordinary Shares.
A copy of the Prospectus and Circular will be submitted to the
National Storage Mechanism and will shortly be available for
inspection at: http://www.Hemscott.com/nsm.do. Copies of the
Prospectus will also be available on the Company’s website at
www.bacitltd.com/ and from the registered office of BACIT:
Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL.
For further information please contact:
Northern Trust International Fund Administration Services
(Guernsey) Limited
Tel: +44 (0) 1481 745 368
J.P. Morgan Cazenove, Sole Sponsor, Global Coordinator and
Bookrunner
William Simmonds
James Mitford
Tel: +44 (0) 207 588 2828
Tulchan Communications
Doug Campbell
Siobhan Weaver
Tel: +44 (0) 207 353 4200
Temple Bar Advisory
Ed Orlebar
Tel: +44 (0) 7738 724 630
Important Notices
Neither this announcement nor any copy of it may be made or
transmitted into the United States of
America (including its territories or possessions, any state
of the United States of America
and the District of Columbia)
(the "United States"), or
distributed, directly or indirectly, in the United States. Neither this announcement
nor any copy of it may be taken or transmitted directly or
indirectly into Australia,
Canada, Japan or South
Africa or to any persons in any of those jurisdictions,
except in compliance with applicable securities laws. Any failure
to comply with this restriction may constitute a violation of
United States, Australian,
Canadian, Japanese or South African securities laws. The
distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions. This announcement does not constitute or form
part of any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for securities
in the United States, Australia, Canada, Japan
or South Africa or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful.
The Company has not been and will not be registered under the US
Investment Company Act of 1940, as amended. In addition, the New
Ordinary 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, subject to certain exceptions, may not be offered, sold,
pledged, or otherwise transferred, directly or indirectly, in or
into the United States or to or
for the account or benefit of US persons (as such terms are defined
in Regulation S under the Securities Act ("Regulation S")). There
will be no public offer of the New Ordinary Shares in the United States.
The securities to which this announcement relates have not been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or any United States regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits
of the offering of the New Ordinary Shares or the accuracy of
adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United
States.
The securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, Japan
or South Africa and, subject to
certain exceptions, may not be offered or sold within Australia, Canada, Japan
or South Africa or to any
national, resident or citizen of Australia, Canada, Japan
or South Africa.
Marketing for the purposes of the Directive 2011/61/EU (the
“AIFMD”) by the Company and/or a third party on its behalf in
relation to the Placing and Open Offer will only take place in an
EEA Member State if the Company is appropriately registered or has
otherwise complied with the requirements under AIFMD (as
implemented in the relevant EEA Member State) necessary for such
marketing to take place.
Any purchase of ordinary shares in the Placing and Open Offer
should be made solely on the basis of the information contained in
the Prospectus, which will contain detailed information about the
Company and its management.
This announcement contains statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "continues",
"estimates", "plans", "projects", "prepares", "anticipates",
"expects", "intends", "aims", "may", "will" or "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. Forward-looking statements may and often do
differ materially from actual results. The forward-looking
statements reflect the Company's current view with respect to
future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the
Company's business, results of operations, financial position,
liquidity, prospects, growth and strategies. The forward-looking
statements speak only as of the date they are made and cannot be
relied upon as a guide to future performance.
The timetable for the implementation of the Proposals, including
the date of admission of the New Ordinary Shares, may be influenced
by a range of circumstances such as market conditions. There is no
guarantee that the Proposals will be implemented and that admission
will occur. Therefore, no investment decisions should be on the
Company's intentions in relation to the Proposals at this stage.
Acquiring the shares to which this announcement relates may expose
an investor to a significant risk of losing all or part of the
amount invested. Persons considering making such an investment
should consult an authorised person specialising in advising on
such investments and should ensure they fully understand and accept
the risks which will be set out in the prospectus when published.
This announcement does not constitute a recommendation concerning
the Proposals. The value of shares and any income from them can
decrease as well as increase. Past performance is not a guide to,
and should not be relied upon as a guide to, future performance.
Potential investors should consult a professional adviser as to the
suitability of the Proposals for the person concerned.
J.P. Morgan Cazenove is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the PRA and the FCA. J.P.
Morgan Cazenove is acting exclusively for the Company and no one
else in connection with the Proposals, and will not regard any
other person as their respective clients in relation to the
Proposals and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients nor for providing advice in relation to the Proposals, the
contents of this announcement or any transaction, arrangement or
other matter referred to herein.
___________
[1] This is an estimate only and not a profit forecast.
There can be no assurance that this estimate will be met and it
should not be taken as an indication of the Company’s expected or
actual future results. Potential investors should decide for
themselves whether or not this estimation is reasonable or
achievable in deciding whether to invest in the Company.