REG - Chrysalis Invs Ltd - PrimaryBid Offer

Chrysalis InvestmentsAnnouncement

01/12/2021 07:05

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RNS Number : 1183U  Chrysalis Investments Limited  01 December 2021

 

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as amended by The Market Abuse (Amendment) (EU Exit)
Regulations 2019.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 CHRYSALIS INVESTMENTS 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. The information contained in this
announcement is restricted and is not for publication, release or distribution
in the United States of America, any member state of the European Economic
Area, Canada, Australia, Japan or the Republic of South Africa.

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)

 

1 December 2021

 

Chrysalis Investments Limited

("Chrysalis" or the "Company")

PrimaryBid Offer

 

The Company (LON:CHRY),  is pleased to announce, a retail offer via
PrimaryBid (the "PrimaryBid Offer") of new ordinary shares of no par value in
the Company ("New Ordinary Shares") at an issue price of 238 pence per New
Ordinary Share (the "Issue Price").  The Company is also conducting a placing
of new Ordinary Shares at the Issue Price (the "Placing") as announced earlier
today.

The Company was established to pursue a cross-over investing strategy,
allowing late-stage private-growth businesses to access a different kind of
capital, one that supports them to make the transition to a listed
environment.

Since raising £300 million in March 2021, the late-stage private market has
exhibited strong growth and Chrysalis has continued to experience significant
interest in its crossover proposition. At the time of the fundraise, the
Investment Adviser outlined a strong pipeline of new investment and follow-on
opportunities and set an expectation of adding one to three new units per
annum.

Over the summer, origination into the Investment Adviser's new investment
pipeline was considerably stronger than predicted, such that it has added five
new investments to the portfolio since March 2021, significantly outperforming
its earlier expectations. While certain follow-ons were undertaken (for
example, Starling, wefox and THG), given the quality of the new investment
cases, the Investment Adviser chose to prioritise this channel over the
period.

 

The expected use of new funds is primarily to drive the performance of
existing assets in current portfolio companies via certain follow-on
investments. In addition, the current effective number of investments is at
the bottom end of the Investment Adviser's target range of 15 to 20, offering
the opportunity to selectively add new holdings.

 

The PrimaryBid Offer and the Placing are conditional on the new Ordinary
Shares to be issued pursuant to the PrimaryBid Offer and the Placing being
admitted to trading on 15 December 2021 ("Admission"). Admission is expected
to be take place at 8.00 a.m. on 15 December 2021. The PrimaryBid Offer will
not be completed without the Placing also being completed.

PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to
provide private and other investors the opportunity to participate in the
PrimaryBid Offer by applying exclusively through the PrimaryBid mobile app
available on the Apple App Store and Google Play. PrimaryBid does not charge
investors any commission for this service.

The PrimaryBid Offer, via the PrimaryBid mobile app, will be open to
individual and institutional investors from 1 December to 11 a.m. on 10
December 2021.  The PrimaryBid Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the PrimaryBid Offer without giving any reason for such
rejection.

No commission is charged to investors on applications to participate in the
PrimaryBid Offer made through PrimaryBid.  It is vital to note that once an
application for New Ordinary Shares has been made and accepted via PrimaryBid,
an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under
the PrimaryBid Offer, visit www.PrimaryBid.com (http://www.primarybid.com/)
 or email PrimaryBid at enquiries@primarybid.com.

The New Ordinary Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Company's existing Ordinary Shares.

 Maitland Administration (Guernsey) Limited  +44 (0) 1481 749364

 Elaine Smeja / Aimee Gontier

 PrimaryBid Limited                          enquiries@primarybid.com

 Kieran D'Silva / James Deal

Details of the Offer

The Company highly values its retail investor base which has supported the
Company alongside institutional investors over several years. Given the
longstanding support of retail shareholders, the Company believes that it is
appropriate to provide retail and other interested investors the opportunity
to participate in the Offer. The Company is therefore making the PrimaryBid
Offer available exclusively through the PrimaryBid mobile app.

The PrimaryBid Offer is offered under the exemptions against the need for a
prospectus allowed under the Prospectus Rules. As such, there is no need for
publication of a prospectus pursuant to the Prospectus Rules, or for approval
of the same by the Financial Conduct Authority in its capacity as the UK
Listing Authority. The PrimaryBid Offer is not being made into any
jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the
Offer which is open to existing shareholders and other investors subscribing
via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website
at www.PrimaryBid.com (http://www.primarybid.com/) . The terms and conditions
on which the Offer is made, including the procedure for application and
payment for New Ordinary Shares, is available to all persons who register with
PrimaryBid.

Important Notices

 

Persons distributing this Announcement must satisfy themselves that is lawful
to do so. This Announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an offer to buy,
subscribe for or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of such
jurisdictions. Persons needing advice should consult an independent financial
adviser.

 

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, any New Ordinary Shares (i) in any jurisdiction in which such offer,
invitation or solicitation is not authorised; (ii) in any jurisdiction in
which the person making such offer, invitation or solicitation is not
qualified to do so; or (iii) to any person to whom it is unlawful to make such
offer, invitation or solicitation. The distribution of this Announcement and
the offer of the New Ordinary Shares may be restricted by law. Persons into
whose possession this Announcement comes must therefore inform themselves
about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

 

In particular, this Announcement may not be distributed, forwarded to or
transmitted in, into or from the United States, Australia, Canada, Japan,
South Africa, or any member state of the European Economic Area ("EEA") or to
any US person (as defined under Regulation S of the US Securities Act of 1933,
as amended (the "US Securities Act")) ("US Person"). Any person within the
United States and any US person who obtains a copy of this Announcement must
disregard it. No action has been or will be taken by the Company, PrimaryBid,
or any of their affiliates, agents, directors, officers or employees that
would permit the offer of the New Ordinary Shares or possession or
distribution of this Announcement in any jurisdiction where action for that
purpose is required. This Announcement must not be acted on or relied upon in
any member state of the EEA.

 

The New Ordinary Shares have not been, and will not be, registered under the
US Securities Act, or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in or into the United States
or to, or for the account or benefit of, any US Person, except pursuant to an
applicable exemption from the registration requirements of the US Securities
Act and in compliance with the securities laws of any state or other
jurisdiction of the United States. There will not be any public offering of
the New Ordinary Shares in the United States.

 

This Announcement has been prepared on the basis that all offers of New
Ordinary Shares will be made pursuant to an exemption under the UK Prospectus
Regulation from the requirement to produce a prospectus for offers of New
Ordinary Shares. Accordingly, any person making or intending to make any offer
within the United Kingdom for ordinary shares in the capital of the Company
which are not the subject of the PrimaryBid Offer contemplated in this
Announcement should only do so in circumstances in which no obligation arises
for the Company to produce a prospectus. The Company has not authorised, nor
do they authorise, the making of any offer of New Ordinary Shares via the
PrimaryBid Offer through any financial intermediary.

 

All statements in this Announcement other than statements of historical fact
are, or may be deemed to be, "forward-looking statements". In some cases,
these forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "targets", "believes",
"estimates", "anticipates", "expects", "intends", "may", "will" or "should"
or, in each case, their negative or other variations or comparable
terminology. They appear in a number of places throughout the Announcement and
include statements regarding the intentions, beliefs or current expectations
of the Company and/or its Directors concerning, among other things, the
performance, results of operations, financial condition, liquidity, prospects
and dividend policy of the Company. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, result of operations, financial condition,
liquidity and dividend policy may differ materially from the impression
created by the forward-looking statements contained in this Announcement. In
addition, even if the performance, results of statements contained in this
Announcement, those results or developments may not be indicative of results
or developments in subsequent periods. Important factors that may cause these
differences include, but are not limited to, changes in economic conditions
generally; changes in interest rates and currency fluctuations; impairments in
the value of the Company's assets; legislative/regulatory changes; changes in
taxation regimes; the availability and cost of capital for future expenditure;
the availability of suitable financing. Prospective investors should
specifically consider the factors identified in this Announcement which could
cause actual results to differ before making an investment decision. Any
indication in this Announcement of the price at which ordinary shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company, as appropriate,
for the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
The New Ordinary Shares to be issued or sold pursuant to the PrimaryBid Offer
will not be admitted to trading on any stock exchange other than the London
Stock Exchange.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
manufacturer (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the shares the subject
of the Primary Bid Offer have been subject to a product approval process,
which has determined that such shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, as defined in paragraphs 3.5 and 3.6 of
the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the "Target Market
Assessment").

 

Notwithstanding the Target Market Assessment, Distributors should note that:
(i) the price of the shares may decline and investors could lose all or part
of their investment; (ii) the New Ordinary Shares offer no guaranteed income
and no capital protection; and (iii) an investment in the New 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 Primary Bid Offer.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A of the FCA Handbook 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.

 

UK PRIIPs Regulation

 

In accordance with the UK version of Regulation (EU) No. 1286/2014 on key
information documents for packaged retail and insurance-based investment
products, which is part of UK law by virtue of the European Union (Withdrawal)
Act 2018, as amended (the "UK PRIIPs Regulation"), a key information document
(the "KID") in respect of an investment in the Ordinary Shares has been
prepared by the Company and is available to investors at
www.chrysalisinvestments.co.uk.

 

If you are distributing Ordinary Shares, it is your responsibility to ensure
that the KID is provided to any clients that are "retail clients".

 

The Company is the only manufacturer of the Ordinary Shares for the purposes
of the UK PRIIPs Regulation and none of Liberum, Numis Securities or Jupiter
Investment Management Limited are manufacturers for these purposes. None of
Liberum, Numis Securities or Jupiter Investment Management Limited makes any
representations, express or implied, or accepts any responsibility whatsoever
for the contents of the KID prepared by the Company nor accepts any
responsibility to update the contents of the KID in accordance with the UK
PRIIPs Regulation, to undertake any review processes in relation thereto or to
provide the KID to future distributors of Ordinary Shares. Each of Liberum,
Numis or Jupiter Investment Management Limited 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 the key information
documents prepared by the Company. Investors should note that the procedure
for calculating the risks, costs and potential returns in the KID are
prescribed by laws. The figures in the KID may not reflect actual returns for
the Company and anticipated performance returns cannot be guaranteed.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for New Ordinary Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on www.PrimaryBid.com before making a decision to subscribe
for New Ordinary Shares. Investors should take independent advice from a
person experienced in advising on investment in securities such as the New
Ordinary Shares if they are in any doubt.

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