REG-Castelnau Group Ltd: Publication of Supplementary Prospectus

CastelnauAnnouncement

04/04/2023 15:30

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
the Supplementary Prospectus and not in reliance on this announcement. Copies
of the Prospectus and the Supplementary 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.

4 April 2023

Castelnau Group Limited
(the "Company")

Publication of Supplementary Prospectus

Castelnau Group Limited is pleased to announce the publication of a
Supplementary Prospectus (the “Prospectus”) dated 4 April 2023.  The
publication of the Prospectus is a regulatory requirement under the Prospectus
Regulation Rules following the publication of the Company's audited financial
report and accounts. The Prospectus is supplemental to, and should be read in
conjunction with, the prospectus published by the Company on 1 February 2023.

The Prospectus, which has been approved by the FCA, has been published on the
Company's website at www.castelnaugroup.com/investor-relations and will also
be available at the FCA's Document Storage Mechanism at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

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

Further information on the Company can be found on its website at
www.castelnaugroup.com

Enquiries:
Phoenix Asset Management Limited
+44 (0) 208 600 0100
Graham Shircore
Steve Tatters

info@castelnaugroup.com

Liberum Capital Limited
+44 (0) 20 3100 2000

Darren Vickers
Owen Matthews
Will King


Citigate Dewe Rogerson
+44 (0) 20 7638 9571
Caroline Merrell
Toby Moore
Jos Bieneman
 

Notes:

The Company’s LEI is: 213800PED8RFUBMK1T64.

A copy of this announcement will be available on the Company's website at
www.castelnaugroup.com. 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 a recognised information service, 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.

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a
copy of this announcement in hard copy form by contacting Phoenix Asset
Management Partners Limited, at 64-66 Glentham Road, Barnes, London SW13 9JJ
or by telephoning +44 (0) 208 600 0100. Calls outside the UK will be charged
at the applicable international rate. A person may also request that all
future documents, announcements and information to be sent to that person in
relation to the Offer should be in hard copy form. For persons who receive a
copy of this announcement in electronic form or via a website notification, a
hard copy of this announcement will not be sent unless so requested.

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 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 and Supplementary 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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