REG-Castelnau Group Ltd: Publication of Prospectus

CastelnauAnnouncement

01/02/2023 14:45

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement and does not constitute a prospectus and
investors must subscribe for or purchase any shares referred to in this
announcement only on the basis of information contained in the Prospectus and
not in reliance on this announcement. Copies of the Prospectus, subject to any
applicable law, will shortly be available for viewing at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website. This announcement does not constitute, and may not be
construed as, an offer to sell or an invitation to purchase investments of any
description or a recommendation regarding the issue or the provision of
investment advice by any party. No information set out in this announcement is
intended to form the basis of any contract of sale, investment decision or any
decision to purchase shares in the Company.

1 February 2023

Castelnau Group Limited

Publication of Prospectus

On 23 January 2023, the  boards of directors of Dignity plc (“Dignity”)
and Yellow (SPC) Bidco Limited (“Bidco”), a newly formed company
indirectly owned or controlled by a consortium comprised joint offerors SPWOne
V Limited, Castelnau Group Limited (“Castelnau” or the “Company”) and
Phoenix Asset Management Partners Limited (“PAMP” and, together with
SPWOne V Limited and Castelnau, the “Consortium”), announced that they had
reached agreement on the terms of a recommended cash offer to be made by Bidco
to acquire the entire issued and to be issued share capital of Dignity, other
than the Dignity shares already owned or controlled by Castelnau and PAMP (the
“Announcement”).

Further to the Announcement, Castelnau has today published a prospectus (the
“Prospectus”) containing details of:
* a proposed issue of up to 133,052,656 new Ordinary Shares to be issued by
the Company in connection with the acquisition of Dignity Plc (the "Takeover
Offer");
* a proposed issue of up to 32,442,740 Ordinary Shares to be issued by the
Company pursuant to the Consortium Rollover;
* a placing of up to 154,000,000 Ordinary Shares at 75.02p (the "Issue Price")
per Ordinary Share (the "Placing"); and
* a placing programme for up to 300,000,000 Ordinary Shares and/or C Shares
(the "Placing Programme")
The Placing is intended to raise proceeds to assist with the funding of the
Company's cash funding obligation pursuant to the Takeover Offer and, if
sufficient, further investment in accordance with the Company’s investment
policy.

The subsequent Placing Programme allows the Company to issue up to a further
300  million Ordinary Shares and/or C Shares (together the "Shares"), in
aggregate, in the twelve months from the date of the Prospectus.

Further details of the Placing, including the terms and conditions of the
Placing, are contained in the Prospectus. Further information on the Takeover
Offer will be contained in the offer document, when published by Bidco.

Gary Channon, CIO of Phoenix Asset Management Partners Limited, commented:

“Buying Dignity is a game changer for Castelnau. It brings together all the
best of what Castelnau is about in a transaction that will change our scale
and add considerably to upside value. We expect great things of this
partnership with Sir Peter Wood and his team, and today's announced capital
raise will allow existing and new investors to participate in it.”

Expected timetable

 Publication of the Prospectus and Placing open                                                                                                                                                                            1 February 2023 
 Latest time and date for receipt of commitments under the Placing                                                                                                                                                  midday on 3 March 2023 
 Announcement of the results of the Placing                                                                                                                                                                      7.00 a.m. on 6 March 2023 
 Admission and dealings in the Placing Shares commence                                              8.00 a.m. on the date being two business days following the date on which the Takeover Offer has become or been declared unconditional 
 Crediting of CREST stock accounts in respect of the Placing Shares                                                                                                             as soon as reasonably practicable on the date of Admission 
 Where applicable, definitive share certificates despatched in respect of the Placing Shares                                                                                                          within 10 Business Days of Admission 
                                                                                                                                                                                                                                           
 Issues under the Placing Programme                                                                                                                                                                                                        
 Placing Programme opens                                                                                                                                                                                                   1 February 2023 
 Placing Programme closes and last date for Shares to be issued pursuant to the Placing Programme                                                                                                                          31 January 2024 

Notes:
1. References to times above are to London times unless otherwise specified.
2. All times and dates in the expected timetable may be adjusted by the
Company. Any material changes to the timetable will be notified via an RIS.
Publication of Prospectus

A copy of the Prospectus will shortly be available on the Company’s website
at www.castelnaugroup.com, subject to certain access restrictions. A copy of
the Prospectus will also be submitted to the National Storage Mechanism and
will shortly be available for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.

The information required to be made available to investors in the Company
before they invest (the "Article 23 Disclosures"), pursuant to the
requirements of the FCA Rules implementing the EU Alternative Fund Managers
Directive (Directive 2011/61/EU) of the European Parliament and of the Council
of 8 June 2011 on Alternative Investment Fund Managers in the United Kingdom
and related UK laws (including Commission Delegated Regulation (EU) No
231/2013, as it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018) is available for inspection on the Company's website at
www.castelnaugroup.com. The information required to be made available to
investors in the Company is set out in Chapter 3.2 of the Investment Funds
sourcebook of the FCA Handbook

The Placing

Placing Shares will be issued pursuant to the Placing at an Issue Price of
75.02 pence per Placing Share. The Issue Price is equal to the unaudited Net
Asset Value per Share as at 31 December 2022. The maximum number of Placing
Shares to be issued under the Placing is 154 million. The Placing has not been
underwritten.   

The total number of Ordinary Shares to be issued pursuant to the Placing, and
therefore the Gross Proceeds, are not known as at the date of this
announcement but will be notified by the Company via a Regulatory Information
Service announcement and the Company’s website prior to Admission.

The Placing is conditional, inter alia, on: (i) the Takeover Offer becoming or
being declared unconditional; (ii) Admission having become effective on or
before 8.00 a.m. on the date being two business days following the date on
which the Takeover Offer has become or been declared unconditional (whereupon
an announcement will be made by the Company to a Regulatory Information
Service) or such later time and/or date as the Company and Liberum may agree
(being not later than 8.00 a.m. on 31 July 2023 or such later date as the
Company and Liberum may agree from time to time); and (iii) the Placing
Agreement becoming wholly unconditional in respect of the Placing (save as to
Admission) and not having been terminated in accordance with its terms at any
time prior to Admission. 

Application will be made for the Ordinary Shares to be issued pursuant to the
Placing to be admitted to trading on the Specialist Fund Segment of the Main
Market. It is expected that Admission will become effective and dealings in
the Ordinary Shares will commence at 8.00 a.m. on the date being two business
days following the date on which the Takeover Offer has become or been
declared unconditional. If the Placing is extended, the revised timetable will
be notified via a Regulatory Information Service announcement.

In the event that commitments under the Placing exceed the maximum number of
Placing Shares available (being 154 million Placing Shares), applications
under the Placing will be scaled back at Liberum's discretion (after
consultation with the Company and the Investment Manager). 

The Placing Programme

The Prospectus also puts in place a Placing Programme providing the Company
with the flexibility to issue up to a further 300 million Shares in aggregate.

The Company will have the flexibility to issue Shares on a non-pre-emptive
basis where there appears to be reasonable demand for Shares in the market,
for example, if the Shares trade at a premium to the Net Asset Value per
Share. 

The minimum price at which Ordinary Shares will be issued pursuant to the
Placing Programme, will be equal to the prevailing published Net Asset Value
per Share at the time of issue

The issues of Shares under the Placing Programme is at the discretion of the
Directors. Subsequent Placings may take place at any time prior to the final
closing date of 31 January 2024 (or any earlier date on which it is fully
subscribed, or otherwise at the discretion of the Directors). An announcement
of each Subsequent Placing under the Placing Programme will be released by the
Company via a Regulatory Information Service, including details of the number
of Shares to be issued and the Placing Programme Price for the Subsequent
Placing.

The Placing Programme is not being underwritten and, as at the date of this
announcement, the actual number of Shares to be issued under the Placing
Programme is not known.  The maximum number of Shares available under the
Placing Programme should not be taken as an indication of the number of Shares
finally to be issued.

Where new Shares are issued pursuant to the Placing Programme, the total
assets of the Company will increase by that number of Shares multiplied by the
relevant Placing Programme Price less the expenses of such issuance.

The net proceeds of any Subsequent Placing under the Placing Programme are
dependent, inter alia, on, the level of subscriptions received, the price at
which such Shares are issued and the costs of the Subsequent Placing.

The Ordinary Shares issued pursuant to the Placing Programme will rank pari
passu with the Ordinary Shares then in issue (save for any dividends or other
distributions declared, made or paid on the Ordinary Shares by reference to a
record date prior to the issue of the relevant Ordinary Shares).

The Placing Programme will be suspended at any time when the Company is unable
to issue Shares under any statutory provision or other regulation applicable
to the Company or otherwise at the Directors' discretion.  The Placing
Programme may resume when such conditions cease to exist.

Liberum Capital Limited is acting as financial adviser and sole bookrunner in
relation to the Placing and the Placing Programme.

Except where the context requires otherwise, defined terms herein shall have
the meanings given to them in the Prospectus.

- Ends –

Enquiries

 Phoenix Asset Management Limited                                                                                                               
 +44 (0) 208 600 0100                                                                                                                           
                                                                                                                                                
 Gary Channon Steve Tatters                                                                                                                     
 Liberum Capital Limited (Financial adviser and sole bookrunner to Castelnau)                                                                   
 +44 (0) 20 3100 2222                                                                                                                           
                                                                                                                                                
 Darren Vickers Owen Matthews Will King                                                                                                         
 Morgan Stanley (Financial adviser to Bidco)  +44 (0) 20 7425 8000 Laurence Hopkins Richard Brown Anusha Vijeyaratnam   Citigate Dewe Rogerson  
 +44 (0) 20 7638 9571                                                                                                                           
 Caroline Merrell Toby Moore                                                                                                                    
                                                                                                                                                

Important Information

Liberum Capital Limited ("Liberum") is authorised and regulated by the
Financial Conduct Authority. Liberum is acting exclusively for the Company 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 its clients or advice to any other person in relation
to the matters contained herein.  This does not exclude any responsibilities
or liabilities of Liberum under the Financial Services and Markets Act 2000
("FSMA") or the regulatory regime established thereunder.

This announcement is a financial promotion and is not intended to be
investment advice. The content of this announcement, which has been prepared
by and is the sole responsibility of the Company, has been approved by Phoenix
Asset Management Partners Limited solely for the purposes of section 21(2)(b)
of the Financial Services and Markets Act 2000 (as amended).

This announcement is not an offer to sell or a solicitation of any offer to
buy any securities in the Company in the United States, Australia, Canada, the
Republic of South Africa, Japan, or in any other jurisdiction where such offer
or sale would be unlawful.

This communication is not for publication or distribution, directly or
indirectly, in or into the United States of America. This communication is not
an offer of securities for sale into 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, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

The Company has not been and will not be registered under the US Investment
Company Act of 1940 (the "Investment Company Act") and, as such, holders of
the Company's securities will not be entitled to the benefits of the
Investment Company Act.  No offer, sale, resale, pledge, delivery,
distribution or transfer of the Company's securities may be made except under
circumstances that will not result in the Company being required to register
as an investment company under the Investment Company Act.

Moreover, the Company's securities will not be registered under the applicable
securities laws of Australia, Canada, the Republic of South Africa, Japan or
any member state of the EEA. Subject to certain exceptions, the Company's
securities may not be offered or sold in Australia, Canada, the Republic of
South Africa, Japan or any member state of the EEA or to, or for the account
or benefit of, any national, resident or citizen of, Australia, Canada, the
Republic of South Africa, Japan or any member state of the EEA. The Placing
and the distribution of this announcement, in certain jurisdictions may be
restricted by law and accordingly persons into whose possession this
announcement is received are required to inform themselves about and to
observe such restrictions.

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.

The information in this announcement is for background purposes only and does
not purport to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy or
completeness. The material contained in this announcement is given as at the
date of its publication (unless otherwise marked) and is subject to updating,
revision and amendment. In particular, any proposals referred to herein are
subject to revision and amendment.

The value of shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements. When you sell your
investment you may get back less than you originally invested. Figures refer
to past performance and past performance should not be considered a reliable
indicator of future results.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "might",
"will" or "should" or, in each case, their negative or other variations or
similar expressions. All statements other than statements of historical facts
included in this announcement, including, without limitation, those regarding
the Company's financial position, strategy, plans, proposed acquisitions and
objectives, are forward-looking statements. These forward-looking statements
speak only as at the date of this announcement and cannot be relied upon as a
guide to future performance.

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 and cannot be relied upon as a guide
to future performance. Subject to their respective legal and regulatory
obligations (including under the Prospectus Regulation Rules), the Company,
PAMP and/or Liberum expressly disclaim any obligations or undertaking to
update or revise any forward-looking statements contained herein to reflect
any change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based unless
required to do so by law or any appropriate regulatory authority, including
FSMA, the Prospectus Regulation Rules, the Disclosure Guidance and
Transparency Rules, the Prospectus Regulation and UK MAR.

None of the Company, PAMP and/or Liberum, 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, PAMP and Liberum, 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 PROD 3 of the FCA's Product Intervention and Product Governance
Sourcebook (the "Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Shares have been subject to a product
approval process, which has determined that the Shares to be issued pursuant
to the Placing and Subsequent Placings 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 COBS 3.5 and 3.6 of
the FCA's Conduct of Business Sourcebook, respectively; and (ii) eligible for
distribution through all distribution channels as are permitted by the Product
Governance Requirements (the "Target Market Assessment"). 

Notwithstanding the Target Market Assessment, distributors should note that:
(a) the price of the Shares may decline and investors could lose all or part
of their investment; the Shares offer no guaranteed income and no capital
protection; (b) an investment in the 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,
and (c) the Shares will be admitted to the Specialist Fund Segment, which is
intended for institutional, professional, professionally advised and
knowledgeable investors who understand, or who have been advised of, the
potential risk from investing in companies admitted to the Specialist Fund
Segment. The Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in relation to
the Initial Issue and/or Subsequent Placings. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Liberum will only procure
investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of the
FCA's Conduct of Business Sourcebook; 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 Shares.

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Shares and determining appropriate distribution
channels.

UK PRIIPS REGULATION

In accordance with the UK PRIIPs Regulation, a key information document
prepared by PAMP in relation to the Ordinary Shares is available on the
Company’s website: www.castelnaugroup.com. It is the responsibility of each
distributor of Ordinary Shares to ensure that its “retail clients” are
provided with a copy of the key information document.

PAMP is the manufacturer of the Ordinary Shares for the purposes of the UK
PRIIPs Regulation and neither the Company nor Liberum is a manufacturer for
these purposes. Neither the Company nor Liberum makes any representations,
express or implied, or accepts any responsibility whatsoever for the contents
of the key information document prepared by PAMP in relation to the Ordinary
Shares or any other key information document in relation to the Shares
prepared by PAMP in the future nor accepts any responsibility to update the
contents of any key information document in accordance with the UK PRIIPs
Regulation, to undertake any review processes in relation thereto or to
provide such key information document to future distributors of Shares. Each
of the Company, Liberum and their respective affiliates accordingly disclaim
all and any liability whether arising in tort or contract or otherwise which
it or they might have in respect of any key information document prepared by
PAMP.



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