REG - London Innovation - Launch of Retail Offer by PrimaryBid

AJ BellAnnouncement

30/10/2023 18:15

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RNS Number : 7598R  London Innovation Underwriters Ltd  30 October 2023

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF LONDON INNOVATION
UNDERWRITERS LIMITED.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

 

30 October 2023

 

London Innovation Underwriters Limited

("LIU" or the "Company")

Launch of Retail Offer by PrimaryBid

Retail Offer

London Innovation Underwriters Limited (LON: LIU), is pleased to announce the
launch of a public offer of Class A Ordinary Shares of £.0001 par value each
in the capital of the Company ("Class A Ordinary Shares") at a price of £10
per Class A Ordinary Share to retail investors resident and physically located
in the United Kingdom via PrimaryBid (the "Retail Offer").

The Retail Offer is being made on the basis outlined in the prospectus
published by the Company on 30 October 2023 (the "Prospectus") in connection
with an equity offering to support the underwriting of insurance and
reinsurance within the Lloyd's of London insurance market. Alongside the
capital raise, a wholly-owned subsidiary of LIU will merge with Financial
Acquisition Corp ("FAC") special purpose acquisition company, with FAC
surviving as a wholly-owned subsidiary of the Company (the "Business
Combination"). The Company intends to raise at least £150 million and up to
£300 million in gross proceeds (including the proceeds from amounts remaining
in FAC's escrow account after redemptions, if any) in a placing of new shares.

The terms and conditions of the Retail Offer are set out in the Prospectus. In
addition to the Retail Offer, the Company is also conducting an offering of
Class A Ordinary Shares to certain institutional investors, as announced
earlier today (the "Placing"). The Retail Offer is conditional upon the
Placing proceeding and the completion of the Business Combination. The
Business Combination is conditional upon, among other things, the approval by
the required majority of shareholders of FAC, the admission of the Class A
Ordinary Shares to the standard listing segment of the Official List of the
Financial Conduct Authority and to trading on the main market for listed
securities of the London Stock Exchange ("Admission") and the Company having
received sufficient commitments to raise gross proceeds (including any funds
standing to the credit of FAC's escrow account at the effective time of the
Business Combination) of at least £150,000,000.

The Prospectus is available for inspection on the National Storage Mechanism
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . In addition, copies
of the Prospectus are or will be, subject to any applicable access
restrictions, available for viewing on FAC's website (www.finsac.co.uk
(http://www.finsac.co.uk) ) prior to Admission, the Company's website
(www.liultd.com
(https://protect-us.mimecast.com/s/TBc9CxkwrocwOLVWSwsERG?domain=liulitd.com)
), with effect from Admission, PrimaryBid's website
(https://app.primarybid.com/?utm_source=rns&utm_medium=referral&utm_campaign=holt)
, PrimaryBid's app
(https://primarybid.com/uk/get-the-app/?utm_source=rns&utm_medium=referral&utm_campaign=holt)
and from participating financial intermediaries authorised by the FCA and/or
the Prudential Regulatory Authority in the United Kingdom (each, an
"Intermediary").

Participating Intermediaries include:

·    AJ Bell

·    interactive investor

Expected Retail Offer Timetable

 Launch of Retail Offer                                                      30 October 2023
 Application period for the Retail Offer                                     30 October 2023 to 10 November 2023
 Last time and date for applications to be submitted via PrimaryBid (Retail  10 November 2023 at 1 p.m. (London time)
 Offer closes)
 Retail Offer results announcement                                           10 November 2023
 General meeting to approve the Business Combination                         14 November 2023
 Admission                                                                   15 November 2023

*Completion of the Business Combination and Admission are to be effectively
simultaneous. The dates and times above (all of which are London time) are
based on the Company's current expectations and may be subject to change. The
Company, in its sole discretion, may adjust the dates, times and periods given
in the timetable and throughout the Prospectus.

Accessing the Retail Offer

Existing shareholders and new investors resident and physically located in the
United Kingdom can access the Retail Offer through PrimaryBid's website and on
PrimaryBid's app. Investors may also be able to take part through PrimaryBid's
extensive partner network of investment platforms, retail brokers and wealth
managers, subject to their participation.

Applications for Class A Ordinary Shares through these Intermediaries can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. The PrimaryBid app is available on the UK Apple App Store and Google
Play Store.

Investors who apply for Class A Ordinary Shares through PrimaryBid's website
or PrimaryBid's app will not be charged any fee or commission by PrimaryBid.

Investors wishing to apply for Class A Ordinary Shares through an Intermediary
using their ISA, SIPP or GIA should contact them for details of the process
and any relevant fees or charges.

For further information on PrimaryBid, the Retail Offer or for a copy of the
terms and conditions that apply to registered users of PrimaryBid in addition
to the terms and conditions of the Retail Offer contained in the Prospectus,
visit www.PrimaryBid.com (http://www.PrimaryBid.com) or email PrimaryBid at
enquiries@primarybid.com (mailto:enquiries@primarybid.com) .

Brokers wishing to offer their customers access to the Retail Offer and future
PrimaryBid transactions, should contact partners@primarybid.com
(mailto:partners@primarybid.com) .

Enquiries

PrimaryBid Limited

Fahim Chowdhury / James Deal

enquiries@primarybid.com (mailto:enquiries@primarybid.com)

 

FGS Global (Financial PR advisor to the Company)

Conor McClafferty / Charlie Chichester / Richard Webster-Smith

+44 20 7251 3801

LIU-LON@fgsglobal.com (mailto:LIU-LON@fgsglobal.com)

 

Important notices

This is an advertisement and not a prospectus. Potential investors should not
apply for or buy any shares in the Company except on the basis of the
information contained in the Prospectus published by the Company in connection
with the offer of shares in the Company and made available on its website and
PrimaryBid's website and app. This announcement is not for distribution or
publication outside the United Kingdom. Before purchasing any securities
referred to in this announcement, persons viewing it should make sure that
they fully understand and accept the risks set out in full in the Prospectus.

The information in this announcement is for background purposes only and does
not purport to be full or complete. All information contained herein is
subject to updating, revision and/or amendment (although there shall be no
obligation to do so). No reliance may be placed for any purpose on, and no
representation or warranty is given in relation to, the information contained
in this announcement or its accuracy or completeness. This announcement should
not be considered a recommendation by PrimaryBid Limited to invest in the
Company or any of their respective affiliates, or in relation to any
subscription for securities, whether actual or in the future. Recipients of
this announcement should not construe the contents of this announcement as
legal, tax, investment or other advice (and should consult their own
professional advisers if they are in any doubt as to the implications of any
investment).

The Retail Offer is being made only to retail investors resident and
physically located in the United Kingdom. It is not being made into Australia,
Canada, Japan, the Republic of South Africa, the United States, any member
state of the European Economic Area or any other jurisdiction.

This announcement is not for publication or distribution, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of South Africa
or the United States or any other jurisdiction where to do so would constitute
a violation of the relevant laws of such jurisdiction. The distribution of
this announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information referred to
herein comes should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.

These materials are not an offer for sale of securities in the United States.
The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (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, within the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act, in each case in
accordance with any applicable securities laws of any state of the United
States. There has been and will be no public offering of the securities in the
United States.

Securities of the Company have not been and will not be registered under the
applicable securities laws of Australia, Canada, Japan, the Republic of South
Africa or any member state of the European Economic Area and, subject to
certain exceptions, may not be offered or sold within Australia, Canada,
Japan, the Republic of South Africa or any member state of the European
Economic Area except under circumstances which will result in the full
compliance with the applicable laws and regulations promulgated by the
relevant regulatory authorities in effect at the relevant time.

Forward-looking statements

Some of the information in this announcement and/or the Prospectus may contain
projections or other forward-looking statements regarding future events or the
future financial performance of LIU and the Enlarged Group (as defined in the
Prospectus). You can identify forward looking statements by terms such as
"expect", "believe", "anticipate", "estimate", "intend", "will", "could",
"may" or "might" the negative of such terms or other similar expressions. LIU
wishes to caution you that these statements are only predictions and that
actual events or results may and often do differ materially. LIU does not
intend to update these statements to reflect events and circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events. Any forward-looking statements reflect LIU's current view with respect
to future events and many factors could cause the actual results to differ
materially from those contained in projections or forward-looking statements
of LIU, including, among others, LIU's ability to obtain adequate information
to evaluate the target assets, LIU's ability to successfully or timely
complete the contemplated acquisition, LIU's expectations around the
performance of the target assets, LIU's success in retaining or recruiting, or
changes required in, LIU's officers, key employees or directors following the
contemplated transaction, LIU's officers and directors allocating their time
to other businesses and potentially having conflicts of interest with the
Company's business or in approving the contemplated transaction, LIU's public
securities' potential liquidity and trading, the lack of a market for LIU's
securities, LIU's potential ability to obtain additional financing to complete
the contemplated acquisition and the financial performance of the enlarged
group that would result from the potential completion of the contemplated
transaction. Forward-looking statements speak only as of the date they are
made.

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 (mailto:rns@lseg.com) or
visit www.rns.com (http://www.rns.com/) .

 

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