Foresight Sustain. - Proposed Placing and Offer for Subscription
14/06/2022 07:02
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RNS Number : 7353O Foresight Sustain. Forestry Co PLC 14 June 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY EEA STATE (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE
COMPANY'S SECURITIES MAY BE LEGALLY MARKETED) OR IN ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "IMPORTANT
NOTICE" TOWARDS THE END OF THIS ANNOUNCEMENT.
This Announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the UK Financial Conduct Authority (the "FCA") and not a
prospectus. Investors participating in the Placing (as defined below) should
not purchase or subscribe for any transferable securities referred to in this
Announcement except on the basis of information contained in a prospectus
published by Foresight Sustainable Forestry Company Plc (the "Company") on 28
October 2021 (the "Prospectus") and not in reliance on this Announcement.
Approval of the Prospectus by the FCA should not be understood as an
endorsement of the securities that are the subject of the Prospectus. This
Announcement does not constitute, and may not be construed as, an offer to
sell or an invitation or recommendation to purchase, sell or subscribe for any
securities or investments of any description, or a recommendation regarding
the issue or the provision of investment advice by any party. Copies of the
Prospectus, subject to certain access restrictions, are available for viewing
at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website (fscf.foresightgroup.eu).
This Announcement is not an offer to sell, or a solicitation of an offer to
acquire, securities in the United States or in any other jurisdiction in
which the same would be unlawful. Neither this Announcement nor any part of it
shall form the basis of or be relied on in connection with or act as an
inducement to enter into any contract or commitment whatsoever.
The information communicated in this Announcement is deemed to constitute
inside information as stipulated under the UK version of the Market Abuse
Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended ("EUWA"), as further
amended by UK legislation from time to time ("UK MAR"). Upon the publication
of this Announcement, this information is considered to be in the public
domain.
14 June 2022
Foresight Sustainable Forestry Company Plc
Proposed Placing and Offer for Subscription
(together the "Issue")
Further Afforestation Site Acquisition
Foresight Sustainable Forestry Company Plc ("FSF" or the "Company"), an
investment company that invests in UK forestry and afforestation assets, today
announces that it is fully deployed following its most recent acquisition and
is proposing to undertake a placing (the "Placing") and an offer for
subscription (the "Offer for Subscription") for new ordinary shares in the
Company ("New Ordinary Shares") at a price of 107 pence per New Ordinary Share
(the "Issue Price") to capitalise on a growing pipeline of potential
acquisitions, of which £76.8 million is under option or exclusivity.
The Company's largest shareholder, Blackmead Infrastructure Limited ("BIL"),
part of the Foresight Inheritance Tax Fund ("FITF"), has committed to
subscribe for up to 29.99% of the New Ordinary Shares available under the
Placing.
The majority of the Company's Board and both Fund Managers will also
participate in the Issue.
The Issue
The Placing constitutes a "Subsequent Placing" under the Company's existing
Placing Programme and the terms and conditions of the Placing are set out in
Part 13 of the Company's prospectus dated 28 October 2021 (the "Prospectus"),
a copy of which is available for review on the Company's website at
https://fsfc.foresightgroup.eu/foresight/g55h1wab/foresight-sustainable-forestry-company-plc-prospectus.pdf
(https://fsfc.foresightgroup.eu/foresight/g55h1wab/foresight-sustainable-forestry-company-plc-prospectus.pdf)
The Board believes it is important to ensure that current and new retail
shareholders have the opportunity to participate in the Issue and is therefore
launching the Offer for Subscription to provide retail investors with the
ability to subscribe for New Ordinary Shares in the Issue. The Offer for
Subscription is being made under an exemption against the need for an approved
prospectus provided for under the Financial Services and Markets Act 2000 and
consequently the quantum of the Offer for Subscription shall not exceed the
Sterling equivalent of €8.0 million.
Further details relating to the Placing and the Offer for Subscription are set
out below and in the Appendix.
Company Overview and first Interim Results
On 13 June 2022, FSF completed the acquisition of Coed Doethie, an
afforestation site located in Ceredigion, Wales, with a total area of 115
hectares. The acquired property is well suited for the establishment of a high
yielding woodland creation scheme and was acquired for £1.3 million
(inclusive of tax and other transaction costs). The Company is now considered
to have fully deployed the IPO proceeds of £130 million.
Since the Company's IPO in November 2021, FSF has acquired 40 individual
properties. The total size of the Company's portfolio (the "Portfolio") is
8,658 hectares, of which 37% by value are afforestation properties. The
properties (by value) are located in Scotland (80%), Wales (12%) and England
(8%).
The Company's first unaudited Interim Results to 31 March 2022 have also been
released today and are available on the Company's website at
https://fsfc.foresightgroup.eu/ (https://fsfc.foresightgroup.eu/) .
Pipeline
· The Company intends to increase the size of the Portfolio by acquiring an
imminent pipeline of 22 UK forestry and afforestation assets extending over
more than 9,500 hectares, totaling c.£76.8 million of expected deployment
(inclusive of tax and transaction costs) (the "Imminent Pipeline"). The
Imminent Pipeline includes properties under exclusivity ("Exclusive Pipeline")
and those where an exclusive option to buy agreement is in place (the "Option
Pipeline").
· The Company's Exclusive Pipeline includes 14 properties, spanning over 6,500
hectares and over £43.2 million of deployment opportunity (inclusive of tax
and transaction costs), that all have headline terms agreed with the
respective vendors and the Company has been granted an exclusivity period to
complete its due diligence and conclude the transaction. By value, the
Exclusive Pipeline is split between afforestation (63%) and mixed
afforestation and standing forestry (37%) properties. All of the properties in
the Exclusive Pipeline are located in Scotland.
· The Company's Option Pipeline includes an exclusive Option Agreement that FSF
entered into with Foresight Inheritance Tax Fund ("FITF") for an additional
eight forestry properties covering more than 3,000 hectares and equivalent to
£33.7 million of deployment opportunity (inclusive of tax and transaction
costs), valid until 31 December 2022 (as detailed in the Company's
announcement on 3 May 2022). By value, the Option Pipeline is split between
standing forestry (70%) and afforestation (25%) and mixed standing forestry
and afforestation (5%) properties and is all located in Scotland (100%).
· By value, the Imminent Pipeline is split between afforestation (46%), forestry
(31%) and mixed forestry and afforestation assets (23%).
· In addition to the Imminent Pipeline, the Company intends to further increase
the size of the Portfolio by pursuing a longer list of further potential
acquisition opportunities. These opportunities will include selective
on-market standing forestry and afforestation opportunities. At the current
time, there are 23 live on and off market opportunities that span over 14,500
hectares with over £73 million of deployment opportunity. Of this, 43% (by
value) are afforestation opportunities, 35% are mixed standing forestry and
afforestation opportunities and 19% are standing forestry opportunities.
· Following the expansion of FSF's mapping activity since IPO, the Company has
identified over 4,500 properties that potentially meet its afforestation
criteria, covering an area in excess of 860,000 hectares, equivalent to over
£10 billion of potential opportunity. This activity has driven a material
boost to the Company's addressable market in the UK and provides confidence in
FSF's ability to originate further attractive, off-market afforestation
properties going forward.
· The Company expects to have deployed the net proceeds of the Issue into the
Imminent Pipeline and the Further Pipeline within a period of c. 6 months from
the date of closing of the Issue.
· As set out in the Prospectus, the Company intends to make use of a Revolving
Credit Facility ("RCF") to further support Portfolio growth. Significant
progress has been made by the Company in securing an RCF on favorable terms. A
tender process has been completed and a preferred lender has been selected.
The Company currently anticipates closing the RCF during the latter part of
2022.
Strong relative performance
· From the Company's IPO in November 2021 to 31 March 2022, FSF delivered a
total NAV return (unaudited) of 4.2%.
· FSF's reported NAV (unaudited) as at 31 March 2022 was 104.2p per ordinary
share.
· As at 31 May 2022, FSF's share price total return from IPO had increased by
15.0% compared with 3.2% for the FTSE All Share.
Richard Davidson, Chair of FSF, said:
"The Company's first seven months of trading have seen us successfully deliver
on our strategy and reach several key milestones and we are delighted to be
able to return to the market for further funding now. Trading volumes and
positive share price momentum provide an indication of the strong investor
support we are seeing for our strategy and increasing recognition of the
imbalance between supply and demand in UK timber."
Robert Guest and Richard Kelly, FSF Co-Fund Managers, commented:
"As the London Stock Exchange's first natural capital investment company, we
are thrilled to have been able to build an attractive portfolio of both
afforestation and forestry assets ahead of the six to nine months originally
envisaged. There is a very active market for UK afforestation sites in
particular and we have developed a large, exciting pipeline of likely and
potential deals. Further capital will allow us to significantly increase the
impact of the Company through additional carbon sequestration and to further
the supply of much-needed sustainable UK timber, whilst also continuing to
provide wider societal benefits."
Details of the Placing
The Placing will be made to Qualified Investors (within the meaning of Article
2(e) of the UK version of Regulation (EU) 2017/2019 which is part of UK
domestic law by virtue of the EUWA, as amended) (the "UK Prospectus
Regulation") through Jefferies International Limited ("Jefferies"), subject to
the terms and conditions set out in Part 13 (Terms and Conditions of the
Initial Placing and the Placing Programme) of the Prospectus. The allocation
of any New Ordinary Shares to any Qualified Investor shall be at the absolute
discretion of Jefferies (in consultation with the Company and Foresight Group
LLP (the "Investment Manager")).
The Placing is expected to close at 3.00 p.m. (London time) on 23 June 2022,
but may close earlier or later at the absolute discretion of the Company
(subject only to the consent of Jefferies).
It is intended that New Ordinary Shares issued pursuant to the Placing will be
allocated as equitably as possible, however, for the avoidance of doubt, the
Placing is not being conducted on a formal statutory pre-emptive basis and
accordingly there can be no guarantee that existing Shareholders wishing to
participate in the Placing will receive all of the New Ordinary Shares for
which they have applied. The decision to allot New Ordinary Shares to any
Qualified Investor shall be at the absolute discretion of the Company and
Jefferies.
Jefferies, in agreement with the Company, may choose to accept orders under
the Placing, either in whole or in part, and may scale down any orders for
this purpose, on such basis as the Company and Jefferies may determine.
Jefferies may also, notwithstanding the above, subject to the prior consent of
the Company: (i) allocate New Ordinary Shares after the time of any initial
allocation to any person submitting an order after that time; and (ii)
allocate New Ordinary Shares after the Placing has closed to any person
submitting an order after that time.
By making an offer to subscribe for New Ordinary Shares under the Placing,
investors will be deemed to have accepted the terms and conditions set out in
Part 13 (Terms and Conditions of the Initial Placing and the Placing
Programme) of the Prospectus, or such other terms as may be agreed by the
Company and the relevant subscriber. An investor that has made an offer to
subscribe for New Ordinary Shares under the Placing accepts that following the
closing of the Placing such offer shall be irrevocable and may not be
withdrawn or amended without the consent of the Directors. Upon being
notified of its allocation of New Ordinary Shares in the Placing, an investor
shall be contractually committed to acquire the number of New Ordinary Shares
allocated to it at the Issue Price per New Ordinary Share allocated to it.
Details of the Offer for Subscription
The Board believes it is important to ensure that current and new retail
shareholders have the opportunity to participate in the Issue and is therefore
launching the Offer for Subscription to provide retail investors with the
ability to subscribe for New Ordinary Shares in the Issue.
There is a minimum subscription amount of 1,000 New Ordinary Shares at the
Issue Price per applicant under the terms of the Offer for Subscription. The
Company reserves the right to scale back any order at its absolute discretion,
following consultation with Jefferies and the Investment Manager. The Company
also reserves the right to reject any application for subscription under the
Offer for Subscription without giving any reason for such rejection.
The Offer for Subscription is being made under an exemption against the need
for an approved prospectus provided for under the Financial Services and
Markets Act 2000. As such, no prospectus or offering document has been or will
be published pursuant to the UK Prospectus Regulation in connection with the
Offer for Subscription, nor will any such prospectus be submitted to be
approved by the Financial Conduct Authority.
The Offer for Subscription is only being made in the United Kingdom.
The quantum of the Offer for Subscription shall not exceed the Sterling
equivalent of €8.0 million.
The Offer for Subscription is conditional upon Admission (as defined below) of
the New Ordinary Shares becoming effective and the Placing and Offer Agreement
becoming unconditional in all respects in relation to the Placing and not
having been terminated on or before Admission.
To participate in the Offer for Subscription, investors should complete the
Offer for Subscription form ("Application Form"), which can be found on the
Company's website at fsfc.foresightgroup.eu, and return it, by post to
Computershare, CA Projects, Bristol BS99 6AH (or for applications which are to
be paid only by DvP in CREST or by electronic CHAPS bank transfer the
Application Form can be sent by PDF by email
to ofspaymentqueries@computershare.co.uk (applications for payments to be
made by cheque cannot be accepted by email, as the physical cheque payment
needs to accompany the Application Form)), so as to be received by the
Receiving Agent by no later than 2.30 p.m. on 23 June 2022, together in each
case with payment in full in respect of the subscription.
The Offer for Subscription is being made on the terms and subject to the
conditions set out in the Appendix to this Announcement.
Investors that wish to subscribe for New Ordinary Shares via their broker or
platform may do so by requesting their broker or platform subscribe for New
Ordinary Shares on their behalf, subject to the terms and conditions between
the investor and their broker or platform.
By making an application to subscribe for New Ordinary Shares under the Offer
for Subscription, investors will be deemed to have accepted the terms and
conditions set out below in the Appendix to this Announcement. An investor
that has made an application to subscribe for New Ordinary Shares under the
Offer for Subscription accepts that such application shall be irrevocable
without the consent of the Board. Upon being notified of its allocation of
New Ordinary Shares in the Offer for Subscription, an investor shall be
contractually committed to acquire the number of New Ordinary Shares allocated
to it at the Issue Price per New Ordinary Share.
General
The New Ordinary Shares issued pursuant to the Issue will, when issued, be
credited as fully paid and rank pari passu with the existing Ordinary Shares
in the capital of the Company, including the right to receive all future
dividends and distributions declared, made or paid.
Applications will be made for the New Ordinary Shares issued pursuant to the
Issue to be admitted to the premium segment of the Official List, and to
trading on the London Stock Exchange's main market for listed securities
("Admission").
It is expected that Admission will become effective and dealings in the New
Ordinary Shares will commence at 8.00 a.m. on 28 June 2022.
Expected Timetable for the Issue
Event Date
Placing and Offer for Subscription open 14 June 2022
Latest time and date for receipt of completed Application Forms and payment in 2.30 p.m. on 23 June 2022
full under the Offer for Subscription
Latest time and date for commitments under the Placing 3.00 p.m. on 23 June 2022
Announcement of results of the Issue 24 June 2022
Admission and dealing in New Ordinary Shares commence 8.00 a.m. on 28 June 2022
Each of the times and dates set out above and mentioned elsewhere in this
Announcement may be adjusted by the Company, in which event details of the new
times and dates will be announced via a Regulatory Information Service.
References to a time of day are to London time.
Jefferies is acting as sole bookrunner and sole global coordinator in respect
of the Issue.
Capitalised terms shall have the meanings attributed to them in the Prospectus
unless otherwise defined in this Announcement.
For further information:
Foresight Sustainable Forestry Company Plc +44 20 3667 8100
Robert Guest
Richard Kelly
fsfc@foresightgroup.eu
Jefferies International Limited +44 20 7029 8000
Neil Winward
Will Soutar
Harry Randall
Citigate Dewe Rogerson +44 7768 981 763
Toby Moore (toby.moore@citigatedewerogerson.com +44 7834 336 650
(mailto:toby.moore@citigatedewerogerson.com) )
Jos Bieneman (jos.bieneman@citigatedewerogerson.com
(mailto:jos.bieneman@citigatedewerogerson.com) )
About the Company
Foresight Sustainable Forestry Company Plc ("the Company") is an externally
managed investment company investing in a diversified portfolio of UK forestry
and afforestation assets. Targeting a net total return of more than CPI +5%
p.a., the Company provides investors with the opportunity for real returns and
capital appreciation driven by the prevailing global imbalance between supply
and demand for timber; the inflation-protection qualities of UK land
freeholds; and biological tree growth of 3% to 4% not correlated to financial
markets. It also offers outstanding sustainability and ESG attributes and
access to carbon units related to carbon sequestration from new afforestation
planting. The Company targets value creation as the afforestation projects
successfully achieve development milestones in the process of converting open
ground into established commercial forest and woodland areas. The Company is
seeking to make a direct contribution in the fight against climate change
through forestry and afforestation carbon sequestration initiatives and to
preserve and proactively enhance natural capital and biodiversity across its
portfolio. It is managed by Foresight Group LLP.
https://fsfc.foresightgroup.eu/ (https://fsfc.foresightgroup.eu/)
Important Notice
The contents of this Announcement, which has been prepared by and is the sole
responsibility of the Company, has been approved by Foresight Group LLP
("Foresight") for the purposes of section 21 of the Financial Services and
Markets Act 2000, as amended. Foresight is authorised and regulated by the
Financial Conduct Authority (FRN 198020).
Jefferies, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company in
connection with the Issue and will not regard any other person (whether or not
a recipient of this Announcement or the Prospectus) as its client in relation
to the Issue and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice to
any such person in connection with the Issue, the contents of this
Announcement or any other matter referred to in this Announcement. Nothing in
this paragraph shall serve to exclude or limit any responsibilities which
Jefferies may have under the Financial Services and Markets Act 2000, as
amended, or the regulatory regime established thereunder.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States (as defined below). This Announcement
is not an offer of securities for sale into the United States. The New
Ordinary Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any
securities regulatory authority of any State or other jurisdiction of the
United States (as defined below) and accordingly may not be offered, sold or
transferred within the United States of America, its territories or
possessions, any State of the United States or the District of Columbia
(the "United States") except pursuant to an exemption from, or in a
transaction not subject to, registration under the U.S. Securities Act and in
compliance with the securities laws of any State or other jurisdiction of the
United States. No public offering of securities is being made in the United
States.
The proposed issue of New Ordinary Shares will be made outside the United
States in reliance on the exemption from the registration requirements of the
U.S. Securities Act provided by Regulation S.
The Company has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended (the "U.S. Investment Company Act") and
investors will not be entitled to the benefits of the U.S. Investment Company
Act.
This Announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for New Ordinary Shares in any
jurisdiction including, without limitation, the United States, Australia,
Canada, Japan or the Republic of South Africa or any member state of the EEA
(as defined below) (other than any member state of the EEA where the Company's
securities may be lawfully marketed) or any other jurisdiction in which such
offer or solicitation is or may be unlawful (an "Excluded Territory"). This
Announcement and the information contained herein are not for publication or
distribution, directly or indirectly, to persons in an Excluded Territory
unless permitted pursuant to an exemption under the relevant local law or
regulation in any such jurisdiction.
No application to market the New Ordinary Shares has been made by the Company
under the relevant private placement regimes in any member state of the
European Economic Area (the "EEA") other than the Republic of Ireland and the
Netherlands. No marketing of New Ordinary Shares in any member state of the
EEA other than, the Republic of Ireland and the Netherlands will be undertaken
by the Company save to the extent that such marketing is permitted by
Directive 2011/61/EU of the European Parliament and of the Council of 8 June
2011 on Alternative Investment Fund Managers and amending Directives
2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No
1095/2010, and the EU AIFM Delegated Regulation the AIFM Directive as
implemented in the relevant member state of the EEA.
The distribution of this Announcement, and/or the issue of New Ordinary Shares
in certain jurisdictions may be restricted by law and/or regulation. No action
has been taken by the Company, Jefferies or any of their respective affiliates
as defined in Rule 501(b) under the U.S. Securities Act (as applicable in the
context used, "Affiliates") that would permit an offer of the New Ordinary
Shares or possession or distribution of this Announcement or any other
publicity material relating to the New Ordinary Shares in any jurisdiction
where action for that purpose is required (other than the United Kingdom, the
Republic of Ireland and the Netherlands). Persons receiving this Announcement
are required to inform themselves about and to observe any such restrictions.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.
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. 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.
Approval of the Prospectus by the FCA should not be understood as an
endorsement of the securities that are the subject of the Prospectus.
The information in this Announcement is for background purposes only and does
not purport to be full or complete. None of the Company, the Investment
Manager, Jefferies 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 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 this Announcement or its contents or
otherwise arising in connection therewith. Apart from the liabilities and
responsibilities (if any) which may be imposed on Jefferies and the Investment
Manager by the Financial Services and Markets Act 2000, as amended, or the
regulatory regime established thereunder, the Company, the Investment Manager
and Jefferies 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.
This Announcement includes 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", "forecasts", "projects", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements include
all matters that are not historical facts. All forward-looking statements
address matters that involve risks and uncertainties and are not guarantees of
future performance. Accordingly, there are or will be important factors that
could cause the Company's actual results of operations, performance or
achievement or industry results to differ materially from those indicated in
these statements. Any forward-looking statements in this Announcement reflect
the Company's current views with respect to future events and are subject to
these and other risks, uncertainties and assumptions relating to the Company's
operations, results of operations, growth strategy and liquidity. Given these
uncertainties, prospective investors are cautioned not to place any undue
reliance on such forward-looking statements. These forward-looking statements
apply only as of the date of this Announcement. The Company, the Investment
Manager and Jefferies expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Services and Markets Act 2000, as amended, the Prospectus Regulation
Rules of the FCA, UK MAR or other applicable laws, regulations or rules.
The value of securities in the Company 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 is
not a reliable indicator of future results. Returns may increase or decrease
as a result of currency fluctuations.
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 New Ordinary Shares have been subject
to a product approval process, which has determined that the New Ordinary
Shares to be issued pursuant to the Issue 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 New Ordinary Shares may decline and investors could lose
all or part of their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; (b) 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 Issue. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Jefferies 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 New Ordinary Shares.
Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.
PRIIPs Regulation
In accordance with the UK version of the EU PRIIPs Regulation (1286/2014)
which is part of UK law by virtue of the European Union (Withdrawal) Act 2018,
as amended (the "UK PRIIPs Laws"), a key information document in respect of an
investment in the ordinary shares of the Company has been prepared by the
Company and is available to investors at fsfc.foresightgroup.eu. If you are
distributing any class of shares in the Company, it is your responsibility to
ensure that the relevant key information document is provided to any clients
that are "retail clients".
APPENDIX
TERMS AND CONDITIONS OF APPLICATION UNDER THE OFFER FOR SUBSCRIPTION
References in these terms and conditions of application under the Offer for
Subscription (the "Terms and Conditions of Application") to the Announcement
are to the announcement dated 14 June 2022 published by the Company relating,
inter alia, to the Offer for Subscription (the "Announcement").
Save where the context requires otherwise, terms used in these Terms and
Conditions of Application bear the same meaning as used in the Announcement.
No prospectus
The Offer for Subscription (as defined in the Announcement) is being made
under the exemption against the need for an approved prospectus provided for
under section 86(1) of FSMA. As such, no prospectus or offering document has
been or will be published pursuant to the UK Prospectus Regulation in
connection with the Offer for Subscription, nor will any such prospectus be
submitted to be approved by the Financial Conduct Authority (the "FCA").
Accordingly, all applications will be made solely on the basis of information
published by the Company in accordance with the FCA's Disclosure Guidance and
Transparency Rules, the Company's pre-investment disclosure document prepared
for the purposes of complying with regulation 59(2)(b) of the Alternative
Investment Fund Managers Regulations 2013, as amended, and the key information
document (the "KID") relating to the New Ordinary Shares (collectively
"Regulatory Information").
1. Introduction
The New Ordinary Shares are only suitable for investors who understand the
potential risk of capital loss and that there may be limited liquidity in the
underlying investments of the Company, for whom an investment in New Ordinary
Shares is part of a diversified investment programme and who fully understand
and are willing to assume the risks involved in such an investment programme.
In the case of a joint application, references to you in these Terms and
Conditions of Application are to each of you, and your liability is joint and
several. Please ensure that you read these Terms and Conditions of
Application in full before completing the Application Form.
If you apply for New Ordinary Shares under the Offer for Subscription, you
will be agreeing with the Company, Computershare Investor Services PLC (the
"Receiving Agent") to the Terms and Conditions of Application set out below.
The Application Form referred to in these Terms and Conditions of Application
is available from the Company's website at fsfc.foresightgroup.eu.
2. Offer to acquire New Ordinary Shares
2.1 Your application must be made on the Application Form available from the
Company's website fsfc.foresightgroup.eu, or as may be otherwise published by
the Company. By completing and delivering an Application Form, you, as the
applicant, and, if you sign the Application Form on behalf of another person
or a corporation, that person or corporation:
(a) offer to subscribe for such number of New Ordinary Shares specified in Box 1
on your Application Form (or such lesser number for which your application is
accepted) at the Issue Price (being 107 pence per New Ordinary Share) on the
terms, and subject to the conditions, set out in these Terms and Conditions of
Application and the Company's memorandum and articles of association;
(b) agree that, in consideration of the Company agreeing that it will not, prior
to the date of admission of the New Ordinary Shares to the premium segment of
the Official List of the FCA and to trading on the London Stock Exchange's
main market for listed securities ("Admission"), offer for subscription such
New Ordinary Shares to any person other than by means of the procedures
referred to in these Terms and Conditions of Application, your application may
not be revoked and that this paragraph shall constitute a collateral contract
between you and the Company which will become binding upon despatch by post
to, or in the case of delivery by hand on receipt by the Receiving Agent of,
your Application Form;
(c) undertake to pay the aggregate Issue Price for the number of New Ordinary
Shares specified in your Application Form, and warrant that the remittance
accompanying your Application Form will be honoured on first presentation and
agree that if such remittance is not so honoured you will not be entitled to
receive the share certificates for the New Ordinary Shares applied for in
certificated form or be entitled to commence dealing in the New Ordinary
Shares applied for in uncertificated form or to enjoy or receive any rights
in respect of such New Ordinary Shares unless and until you make payment in
cleared funds for such New Ordinary Shares and such payment is accepted by the
Receiving Agent (which acceptance shall be in its absolute discretion and on
the basis that you indemnify the Receiving Agent and the Company against all
costs, damages, losses, expenses and liabilities arising out of, or in
connection with, the failure of your remittance to be honoured on first
presentation) and the Company may (without prejudice to any other rights it
may have) void the agreement to allot the New Ordinary Shares and may allot
them to some other person, in which case you will not be entitled to any
refund or payment in respect thereof (other than the refund by way of a
cheque, in your favour, at your risk, for an amount equal to the proceeds of
the remittance which accompanied your Application Form, without interest);
(d) agree that where on your Application Form a request is made for New Ordinary
Shares to be deposited into a CREST Account, the Receiving Agent may in its
absolute discretion amend the form so that such New Ordinary Shares may be
issued in certificated form registered in the name(s) of the holders
specified in your Application Form (and recognise that the Receiving Agent
will so amend the form if there is any delay in satisfying the identity of the
applicant or the owner of the CREST Account or in receiving your remittance in
cleared funds);
(e) agree, in respect of applications for New Ordinary Shares in certificated
form (or where the Receiving Agent exercises its discretion pursuant to
paragraph 2.1(d) above to issue New Ordinary Shares in certificated form),
that any share certificate to which you or, in the case of joint applicants,
any of the persons specified by you in your Application Form may become
entitled (and any monies returnable to you) may be retained by the Receiving
Agent:
(i) pending clearance of your remittance;
(ii) pending investigation of any suspected breach of the warranties contained in
paragraph 6 below or any other suspected breach of these Terms and Conditions
of Application; or
(iii) pending any verification of identity which is, or which the Receiving Agent
considers may be, required for the purpose of the UK Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017, as amended (the "Money Laundering Regulations") from time to
time and any other regulations applicable thereto;
(f) agree, on the request of the Receiving Agent, to disclose promptly in writing
to it such information as the Receiving Agent may request in connection with
your application and authorise the Receiving Agent to disclose any information
relating to your application which it may consider appropriate;
(g) agree that, if evidence of identity satisfactory to the Receiving Agent is not
provided to the Receiving Agent within a reasonable time (in the opinion of
the Company) following a request therefor, the Company or the Receiving Agent
may terminate the agreement with you to allot New Ordinary Shares and, in such
case, the New Ordinary Shares which would otherwise have been allotted to you
may be re-allotted or sold to some other party and the lesser of your
application monies or such proceeds of sale (as the case may be, with the
proceeds of any gain derived from a sale accruing to the Company) will be
returned to you by cheque in your favour without interest and at your risk;
(h) agree that you are not applying on behalf of a person engaged in money
laundering, drug trafficking or terrorism;
(i) undertake to ensure that, in the case of an Application Form signed by someone
else on your behalf, the original of the relevant power of attorney (or a
complete copy certified by a solicitor or notary) is enclosed with your
Application Form together with full identity documents for the person so
signing;
(j) undertake to pay interest at the rate described in paragraph 3.3 below if the
remittance accompanying your Application Form is not honoured on first
presentation; and
(k) authorise the Receiving Agent to procure that there be sent to you definitive
certificates in respect of the number of New Ordinary Shares for which your
application is accepted or if you have completed Box 3B on your Application
Form, but subject to paragraph 2.1(d) above, to deliver the number of New
Ordinary Shares for which your application is accepted into CREST, and/or to
return any monies returnable by cheque in your favour without interest and at
your risk;
(l) confirm that you have read and complied with paragraph 8 of these Terms and
Conditions of Application;
(m) agree that all subscription cheques and payments will be processed through a
bank account in the name of "CIS PLC re: Foresight OFS a/c" opened by the
Receiving Agent:
(n) agree that your Application Form is addressed to the Receiving Agent acting as
agent for the Company.
3.11 Applicants choosing to settle via CREST, that is DVP, will need to match their
instructions to the Receiving Agent's Participant Account 3RA49, by no later
than 2.30 p.m. on 23 June 2022, allowing for the delivery and acceptance of
the Ordinary Shares to be made against payment of the Issue Price per Ordinary
Share, following the CREST matching criteria set out in the Application Form.
3.12 The Company reserves the right in its absolute discretion (but shall not be
obliged) to accept applications for less than the minimum of 1,000 New
Ordinary Shares.
4 Conditions
4.1 The contracts created by the acceptance of applications (in whole or in part)
under the Offer for Subscription will be conditional upon, inter alia:
(a) Admission occurring by not later than 8.00 a.m. on 28 June 2022 (or such later
time or date, not being later than 30 June 2022, as the Company and Jefferies
International Limited ("Jefferies") may agree); and
(b) the placing and offer agreement between the Company, Foresight Group LLP (the
"Investment Manager") and Jefferies dated 28 October 2021 becoming otherwise
unconditional in all respects in relation to the Placing (save as to Admission
of the New Ordinary Shares), and not being terminated in accordance with its
terms before Admission becomes effective.
5 Return of Application Monies
Where application monies have been banked and/or received, if any application
is not accepted in whole, or is accepted in part only, or if any contract
created by acceptance does not become unconditional, the application monies
or, as the case may be, the balance of the amount paid on application will be
returned without interest and after the deduction of any applicable bank
charges by crossed cheque in your favour, by post at the risk of the person(s)
entitled thereto or back to the bank where the funds originated from if
payment is made by electronic transfer. In the meantime, application monies
will be retained by the Receiving Agent in a separate non-interest bearing
account.
6 Warranties
By completing an Application Form, you:
6.1 warrant that, if you sign the Application Form on behalf of somebody else or
on behalf of a corporation, you have due authority to do so on behalf of that
other person and that such other person will be bound accordingly and will be
deemed also to have given the confirmations, warranties and undertakings
contained in these Terms and Conditions of Application and undertake to
enclose your power of attorney (or a complete copy certified by a solicitor
or notary together with full identity documents for yourself);
6.2 warrant that you are not a US Person (within the meaning of Regulation S under
the U.S. Securities Act of 1933, as amended), you are not located within the
United States, you are acquiring the New Ordinary Shares in an offshore
transaction meeting the requirements of Regulation S and are not acquiring the
New Ordinary Shares for the account or benefit of a US Person;
6.3 warrant, if the laws of any territory or jurisdiction outside the United
Kingdom are applicable to your application, that you have complied with all
such laws, obtained all governmental and other consents which may be required,
complied with all requisite formalities and paid any issue, transfer or other
taxes due in connection with your application in any territory and that you
have not taken any action or omitted to take any action which will result in
the Company, Jefferies or the Receiving Agent, or any of their respective
officers, agents or employees, acting in breach of the regulatory or legal
requirements, directly or indirectly, of any territory or jurisdiction outside
the United Kingdom in connection with the Offer for Subscription in respect of
your application;
6.4 confirm that (save for advice received from your financial adviser (if any))
in making an application you are not relying on any information or
representations in relation to the Company and the New Ordinary Shares other
than those contained in the Regulatory Information. You agree that the content
of the Announcement (including these Terms and Conditions of Application) is
exclusively the responsibility of the Company and that you have neither
received nor relied on any information (other than the Regulatory
Information), representation, warranty, or statement made by or on behalf of
the Company, the Investment Manager, Jefferies or any other person and none of
the Company, the Investment Manager, Jefferies nor any other person will be
liable for your decision to participate in the Offer for Subscription based on
any other information, representation, warranty or statement which you may
have obtained or received;
6.5 agree that, having had the opportunity to read the Announcement (including
these Terms and Conditions of Application) you shall be deemed to have had
notice of all information and representations contained therein;
6.6 acknowledge that no person is authorised in connection with the Offer for
Subscription to give any information or make any representation and, if given
or made, any information or representation must not be relied upon as having
been authorised by the Company, the Investment Manager, Jefferies or the
Receiving Agent;
6.7 acknowledge that the KID relating to the New Ordinary Shares to be issued
pursuant to the Offer for Subscription prepared by the Company in connection
with the New Ordinary Shares pursuant to the UK version of Regulation (EU) No
1286/2014 which is part of UK law by virtue of the European Union (Withdrawal)
Act 2018, as amended and supplemented from time to time (the "UK PRIIPs Laws")
can be provided to you in paper form or by means of a website, but that where
you are applying under the Offer for Subscription directly and not through an
adviser or other intermediary, unless requested in writing otherwise, the
lodging of an Application Form represents your consent to being provided the
KID via the website at fsfc.foresight.eu or on such other website as has been
notified to you. Where your application is made on an advised basis or
through another intermediary, the terms of your engagement should address the
means by which such KID will be provided to you;
6.8 acknowledge and agree that the procedures for calculating the risks, costs and
potential returns as set out in the KID relating to the New Ordinary Shares
are prescribed by the UK PRIIPs Laws and the information contained in the KID
may not reflect the expected returns for the Company, and that anticipated
performance returns cannot be guaranteed;
6.9 warrant that you are not under the age of 18 on the date of your application;
6.10 agree that all documents and monies sent by post to, by or on behalf of the
Company, or the Receiving Agent, will be sent at your risk and, in the case of
documents and returned application cheques and payments to be sent to you, may
be sent to you at your address (or, in the case of joint holders, the address
of the first named holder) as set out in your Application Form;
6.11 confirm that you have reviewed the restrictions contained in paragraph 8 of
these Terms and Conditions of Application below and warrant, to the extent
relevant, that you (and any person on whose behalf you apply) comply or have
complied with the provisions therein;
6.12 agree that, in respect of those New Ordinary Shares for which your Application
Form has been received and processed and not rejected, acceptance of your
Application Form shall be constituted by the Company instructing the Registrar
to enter your name on the Company's register of members;
6.13 agree that all applications, acceptances of applications and contracts
resulting therefrom under the Offer for Subscription and any non-contractual
obligations arising under or in connection therewith shall be governed by and
construed in accordance with English law and that you submit to the
jurisdiction of the English courts and agree that nothing shall limit the
right of the Company to bring any action, suit or proceedings arising out of
or in connection with any such applications, acceptances of applications and
contracts or non-contractual obligations in any other manner permitted by law
or in any court of competent jurisdiction;
6.14 irrevocably authorise the Company, or the Receiving Agent or any other person
authorised by any of them, as your agent, to do all things necessary to effect
registration of any New Ordinary Shares subscribed by or issued to you into
your name and authorise any representatives of the Company and/or the
Receiving Agent to execute any documents required therefor and to enter your
name on the register of members of the Company;
6.15 agree to provide the Company and Receiving Agent with any information which
they may request in connection with your application or to comply with any
other relevant legislation (as the same may be amended from time to time)
including without limitation satisfactory evidence of identity to ensure
compliance with the Money Laundering Regulations;
6.16 agree that the Receiving Agent is acting for the Company in connection with
the Issue and for no one else and that it will not treat you as its customer
by virtue of such application being accepted or owe you any duties or
responsibilities concerning the price of New Ordinary Shares or concerning the
suitability of New Ordinary Shares for you or be responsible to you for
providing the protections afforded to its customers;
6.17 warrant that no portion of the assets used to purchase, and no portion of the
assets used to hold, the New Ordinary Shares or any beneficial interest
therein constitutes or will constitute the assets of (i) an "employee benefit
plan" as defined in Section 3(3) of the US Employee Retirement Income Security
Act of 1974, as amended from time to time, and to applicable regulations
thereunder ("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as
defined in Section 4975 of the US Internal Revenue Code of 1986, as amended
(the "Internal Revenue Code"), including an individual retirement account or
other arrangement that is subject to Section 4975 of the Internal Revenue
Code; or (iii) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject to Title I
of ERISA or Section 4975 of the Internal Revenue Code. In addition, if an
investor is a governmental, church, non-US or other employee benefit plan
that is subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or Section 4975 of
the Internal Revenue Code, its purchase, holding, and disposition of the New
Ordinary Shares must not constitute or result in a non-exempt violation of any
such substantially similar law;
6.18 warrant that, in connection with your application, you have observed the laws
of all requisite territories, obtained any requisite governmental or other
consents, complied with all requisite formalities and paid any issue, transfer
or other taxes due in connection with your application in any territory and
that you have not taken any action which will or may result in the Company,
Jefferies or the Receiving Agent acting in breach of the regulatory or legal
requirements of any territory in connection with the Offer for Subscription or
your application;
6.19 warrant that the information contained in your Application Form is true and
accurate and agree that if you request that New Ordinary Shares are issued to
you on a date other than Admission and such New Ordinary Shares are not issued
on such date that the Company and its agents and Directors will have no
liability to you arising from the issue of such New Ordinary Shares on a
different date.
7 Money Laundering
7.1 You agree that, in order to ensure compliance with the Money Laundering
Regulations, the Proceeds of Crime Act 2002 and any other applicable
regulations, the Receiving Agent may at its absolute discretion require
verification of identity of you (the "holder(s)") as the applicant lodging an
Application Form and further may request from you and you will assist in
providing identification of:
· the owner(s) and/or controller(s) (the "payor") of any bank account not in the
name of the holder(s) on which is drawn a payment by way of banker's draft or
cheque; or
· where it appears to the Receiving Agent that a holder or the payor is acting
on behalf of some other person or persons.
7.2 Any delay or failure to provide the necessary evidence of identity may result
in your application being rejected or delays in crediting CREST accounts or
the despatch of documents.
7.3 Without prejudice to the generality of this paragraph 7, verification of the
identity of holders and payors will be required if the value of the New
Ordinary Shares applied for, whether in one or more applications considered to
be connected, exceeds €10,000 (or the Sterling equivalent). If you use a
building society cheque or banker's draft you should ensure that the bank or
building society issuing the payment enters the name, address and account
number of the person whose account is being debited on the reverse of the
cheque or banker's draft and adds its stamp.
7.4 If, in such circumstances, the person whose account is being debited is not a
holder you will be required to provide for both the holder and the payor an
original or a copy of that person's passport or driving licence certified by a
solicitor and an original or certified copy of the following no more than
three months old, a gas, electricity, water or telephone (not mobile) bill, a
recent bank statement or a council tax bill, in their name and showing their
current address (which originals will be returned by post at the addressees'
risk) together with a signed declaration as to the relationship between the
payor and you the holder.
7.5 For the purpose of the Money Laundering Regulations a person making an
application for New Ordinary Shares will not be considered as forming a
business relationship with the Company or the Receiving Agent but will be
considered as effecting a one-off transaction with either the Company or with
the Receiving Agent. Submission of an Application Form with the appropriate
remittance will constitute a warranty to each of the Company and the Receiving
Agent from the applicant that the Money Laundering Regulations will not be
breached by the application of such remittance.
7.6 The person(s) submitting an application for Ordinary Shares will ordinarily be
considered to be acting as principal in the transaction unless the Receiving
Agent determines otherwise, whereupon you may be required to provide the
necessary evidence of identity of the underlying beneficial owner(s). Whilst
the Receiving Agent may carry out checks on any application, they are usually
only performed when dealing with application values above a certain threshold,
commonly referred to as the anti-money laundering threshold which is €10,000
(or the Sterling equivalent).
8 Overseas Investors
8.1 The Offer for Subscription is only being made in the United Kingdom. If you
receive a copy of this document or an Application Form in any territory other
than the United Kingdom you may not treat it as constituting an invitation or
offer to you, nor should you, in any event, use an Application Form unless, in
the relevant territory, such an invitation or offer could lawfully be made to
you or an Application Form could lawfully be used without contravention of any
registration or other legal requirements. It is your responsibility, if you
are outside the United Kingdom and wish to make an application for New
Ordinary Shares under the Offer for Subscription, to satisfy yourself as to
full observance of the laws of any relevant territory or jurisdiction in
connection with your application, including obtaining any requisite
governmental or other consents, observing any other formalities requiring to
be observed in such territory and paying any issue, transfer or other taxes
required to be paid in such territory.
None of the New Ordinary Shares have been or will be registered under the laws
of Canada, Japan, Australia, the Republic of South Africa or under the U.S.
Securities Act or with any securities regulatory authority of any state or
other political subdivision of the United States, Canada, Japan, Australia or
the Republic of South Africa. If you subscribe for New Ordinary Shares you
will, unless the Company and the Receiving Agent agree otherwise in writing,
be deemed to represent and warrant to the Company that you are not a U.S.
Person or a resident of Canada, Japan, Australia, the Republic of South Africa
or a corporation, partnership or other entity organised under the laws of the
U.S. or Canada (or any political subdivision of either) or Japan or Australia
or the Republic of South Africa and that you are not subscribing for such New
Ordinary Shares for the account of any U.S. Person or resident of Canada,
Japan, Australia or the Republic of South Africa and will not offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the New Ordinary
Shares in or into the United States, Canada, Japan, Australia or the Republic
of South Africa or to any U.S. Person or person resident in Canada, Japan,
Australia or the Republic of South Africa. No application will be accepted if
it shows the applicant, payor or a holder having an address other than in the
United Kingdom.
9 Data Protection
9.1 Each applicant acknowledges that it has been informed that, pursuant to
applicable data protection legislation (including the General Data Protection
Regulation (EU) 2016/679, the UK version of the General Data Protection
Regulation (EU) 2016/679 as incorporated into UK law by the European Union
(Withdrawal) Act 2018, as such may be varied, amended or replaced from time to
time, and regulatory requirements in the United Kingdom and/or the EEA, as
appropriate (the "DP Legislation") the Company, the Investment Manager and/or
the Receiving Agent hold their personal data.
9.2 The Company, the Investment Manager and the Receiving Agent will process such
personal data at all times in compliance with DP Legislation and shall only
process such information for the purposes set out in the Company's privacy
notice (the "Purposes") which is available for consultation on the Company's
website: fsfc.foresightgroup.eu (the "Privacy Notice")
9.3 Any sharing of personal data between parties will be carried out in compliance
with DP Legislation and as set out in the Company's Privacy Notice.
9.4 In providing the Company, the Investment Manager and/or Receiving Agent with
personal data, the applicant hereby represents and warrants to the Company,
the Investment Manager and the Receiving Agent that: (1) it complies in all
material aspects with its data controller obligations under DP Legislation,
and in particular, it has notified any data subject of the purposes for which
personal data will be used and by which parties it will be used and it has
provided a copy of the Privacy Notice to such relevant data subjects; and (2)
where consent is legally competent and/or required under DP Legislation, the
applicant has obtained the consent of any data subject to the Company, the
Investment Manager and the Receiving Agent and their respective affiliates
and group companies, holding and using their personal data for the purposes
(including the explicit consent of the data subjects for the processing of any
sensitive personal data for the purposes).
9.5 Each applicant acknowledges that by submitting personal data to the Company,
the Investment Manager or Receiving Agent (acting for and on behalf of the
Company) where the applicant is a natural person, he or she (as the case may
be) represents and warrants that (as applicable) he or she has read and
understood the terms of the Privacy Notice.
9.6 Each applicant acknowledges that by submitting personal data to the Company,
the Investment Manager or the Receiving Agent (acting for and on behalf of the
Company) where the applicant is not a natural person, it represents and
warrants that:
(a) it has brought the Privacy Notice to the attention of any underlying data
subjects on whose behalf or account the applicant may act or whose personal
data will be disclosed to the Company as a result of the applicant agreeing to
subscribe for New Ordinary Shares under the Offer for Subscription;
(b) the applicant has complied in all other respects with all applicable data
protection legislation in respect of disclosure and provision of personal data
to the Company; and
(c) where the applicant acts for or on account of an underlying data subject or
otherwise discloses the personal data of an underlying data subject, he/she/it
shall, in respect of the personal data it processes in relation to or arising
in relation to the Offer for Subscription:
(i) comply with all applicable data protection legislation;
(ii) take appropriate technical and organisational measures against unauthorised or
unlawful processing of the personal data and against accidental loss or
destruction of, or damage to the personal data;
(iii) if required, agree with the Company, the Investment Manager and the Receiving
Agent (as applicable), the responsibilities of each such entity as regards
relevant data subjects' rights and notice requirements; and
(iv) Immediately on demand, fully indemnify the Company, the Investment Manager and
the Receiving Agent (as applicable) and keep them fully and effectively
indemnified against all costs, demands, claims, expenses (including legal
costs and disbursements on a full indemnity basis), losses (including indirect
losses and loss of profits, business and reputation), actions, proceedings
and liabilities of whatsoever nature arising from or incurred by the Company,
the Investment Manager and/or the Receiving Agent in connection with any
failure by the applicant to comply with the provisions set out above.
10 Miscellaneous
10.1 The rights and remedies of the Company and the Receiving Agent under these
Terms and Conditions of Application are in addition to any rights and remedies
which would otherwise be available to either of them and the exercise or
partial exercise of one will not prevent the exercise of others.
10.2 The Company reserves the right to shorten or extend the closing time of the
Offer for Subscription from 2.30 p.m. on 23 June 2022 (provided that the
closing time of the Offer for Subscription shall not be extended to a date
later than 1 August 2022) by giving notice to the London Stock Exchange. The
Company will notify investors via a Regulatory Information Service and any
other manner, having regard to the requirements of the London Stock Exchange.
10.3 The Company may terminate the Offer for Subscription in its absolute
discretion at any time prior to Admission. If such right is exercised, the
Offer for Subscription will lapse and any monies will be returned to the
applicant as indicated without interest and at the applicant's risk.
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/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
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. END IOEUSVRRUOUNARR
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