REG - Ashoka India Equity - Publication of a Prospectus

Ashoka India Equity Investment TrustAnnouncement

24/04/2024 12:30

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RNS Number : 8860L  Ashoka India Equity Investment Tst  24 April 2024

24 April 2024

LEI: 213800KX5ZS1NGAR2J89

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO
INDIA, THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN WHICH THE
PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS
ANNOUNCEMENT.

 

The contents of this announcement do not constitute or form part of, and
should not be construed as, an offer of or invitation to sell or issue or any
solicitation of any offer to purchase or subscribe for any securities for sale
or subscription in any jurisdiction nor shall they (or any part of them) or
the fact of their distribution form the basis of, or be relied upon in
connection with, or act as an inducement to enter into, any contract or
commitment to do so. This announcement is an advertisement and not a
prospectus for the purposes of the Prospectus Regulation Rules of the UK
Financial Conduct Authority (the "Prospectus Regulation Rules"), and shall not
be relied upon in connection with or act as an inducement to enter into any
contract or commitment whatsoever. A prospectus has been prepared and will
shortly be made available to the public in accordance with the Prospectus
Regulation Rules (the "Prospectus"). Recipients of this announcement who
intend to purchase such securities are reminded that any such purchase or
subscription must be made solely on the basis of the information contained in
the Prospectus in its final form. Copies of the Prospectus, subject to certain
access restrictions, will be available at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and from the
Company's registered office and on the Company's website
(https://ashokaindiaequity.com).

 

Ashoka India Equity Investment Trust plc

(the "Company" or "Ashoka India Equity Investment Trust")

Publication of Prospectus

 

Further to the Company's announcement on 16 April 2024 regarding publication
of a shareholder circular (the "Circular") in respect of a proposed share
issuance programme of new ordinary shares of one penny each (the "Ordinary
Shares") (the "Share Issuance Programme"), the Company is pleased to announce
that it has published the Prospectus today.

The Prospectus will be available, subject to certain access restrictions, on
the Company's website (https://ashokaindiaequity.com), at the Company's
registered office at 6th Floor, 125 London Wall, London EC2Y 5AS, and at the
National Storage Mechanism via
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

This announcement has been released on behalf of the Company by order of the
Board.

Enquiries:

 

Apex Listed Companies Services (UK) Limited

Jenny Thompson

0203 327 9720

 

Peel Hunt LLP

Luke Simpson / Liz Yong / Huw Jeremy

020 7418 8900

 

Disclaimer

 

This announcement is an advertisement and does not constitute a prospectus
relating to the Company for the purposes of the Prospectus Regulation Rules
and 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, 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.

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for the
Company only in connection with the matters described in this announcement and
is not acting for or advising any other person, or treating any other person
as its client, in relation thereto and will not be responsible for providing
the regulatory protection afforded to clients of Peel Hunt or advice to any
other person in relation to the matters contained herein.

 

The shares of the Company have not been, and will not be, registered under the
U.S. Securities Act of 1933 (as amended) (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered or sold into or within the United States, absent
registration, except pursuant to an applicable exemption from, or in a
transaction that is not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any relevant
state or other jurisdiction of the United States. The shares of the Company
may be offered outside of the United States pursuant to the provisions of
Regulation S of the Securities Act. Further, the Company is not, and will not
be, registered under the US Investment Company Act of 1940, as amended.
Moreover, the shares of the Company have not been, nor will they be,
registered under the applicable securities laws of India, Australia, Canada,
the Republic of South Africa, Japan or any member state of the EEA. Subject to
certain exceptions, the shares of the Company may not be offered or sold in
India, the United States, Australia, Canada, the Republic of South Africa,
Japan or any member state of the EEA (other than to professional investors in
certain EEA member states for which marketing approval has been obtained) or
to, or for the account or benefit of, any national, resident or citizen of
India, the United States, Australia, Canada, the Republic of South Africa,
Japan or any member state of the EEA (other than to professional investors in
certain EEA member states for which marketing approval has been obtained). 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.

 

None of the Company, Acorn Asset Management Ltd (the "Investment Manager"),
White Oak Capital Partners Pte. Ltd. (the "Investment Adviser") or Peel Hunt,
or any of their respective affiliates, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or implied,
as to this announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of the announcement or its contents or otherwise arising in
connection therewith. The Company, the Investment Manager, the Investment
Adviser and Peel Hunt, and their respective affiliates, accordingly disclaim
all and any liability whether arising in tort, contract or otherwise which
they might otherwise have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Information to distributors

 

Solely for the purposes of the product governance requirements contained
within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in
financial instruments, as amended ("UK MiFID II"); and (b) the UK's
implementation of Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product
Intervention and Product Governance Sourcebook of the FCA (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
such securities 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 UK MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by UK MiFID II
(the "Target Market Assessment").

 

Notwithstanding the Target Market Assessment, distributors (such term to have
the same meaning as in the MiFID II Product Governance Requirements) 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 Share Issuance Programme or the Performance
Fee Issue (as defined in the Prospectus). Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Peel Hunt will only procure
investors pursuant to the Share Issuance Programme who meet the criteria of
professional clients and eligible counterparties and will not procure any
investors in connection with the Performance Fee Issue.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of UK
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.

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