REG - Long Term Assets Ltd - Intention to Float

FutureAnnouncement

11/11/2022 08:15

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RNS Number : 0594G  Long Term Assets Limited  11 November 2022

 

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DISTRIBUTION WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS
MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.

This announcement is an advertisement and not a prospectus for the purposes of
the Prospectus Regulation Rules of the Financial Conduct Authority or
otherwise and is not an offer of securities for sale in any jurisdiction.
Please see the section entitled "Important Notice" at the end of this
announcement.

Neither this announcement, nor anything contained herein, shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any
securities referred to in this announcement except on the basis of information
contained in the prospectus (the "Prospectus") proposed to be published by
Long Term Assets Limited (the "Company") in connection with the admission
("Admission") of its shares (the "Shares") to trading on the specialist fund
segment of the main market of London Stock Exchange plc (the "London Stock
Exchange"). The Prospectus proposed to be published by Long Term Assets
Limited will, when published, be made available for inspection on Long Term
Assets Limited's website , subject to certain access restrictions, and will be
made available for viewing at the National Storage Mechanism at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

PRESS RELEASE - FOR IMMEDIATE RELEASE

Long Term Assets set to seek admission to trading on the London Stock Exchange

11 November 2022

Long Term Assets Limited ("Long Term Assets" or "LTA"), a Guernsey investment
company, today announces its intention to admit its shares to trading ("ITF")
on the Specialist Fund Segment of the Main Market of the London Stock
Exchange.  LTA will then launch a 12-month placing programme, aimed in
particular at UK pension funds and other long-term savers.

Long Term Assets aims to generate income and capital growth over the long term
by investing in a diversified, global portfolio of assets, consisting
primarily of infrastructure, sustainable resources, private equity, real
estate private debt and other private market investments.

Long Term Assets intends to launch on the Specialist Funds Segment of the
London Stock Exchange. LTA aspires to be a "best-in-class" private assets
vehicle, targeting a low 0.55% per annum management fee; typically a 7 to 8%
p.a. hurdle rate of return (depending on the asset class) before performance
fees kick in; a significant degree of inflation protection by allocating to
inflation-correlated assets; and an ultra-long-term investment horizon.  It
has been designed to be particularly attractive to pension funds, and can
provide them with a vehicle into which to inject their illiquid assets in
exchange for publicly traded shares, subject to applicable legal and
regulatory requirements.

LTA has a core focus on being compliant with and aligned to the Climate
Group's NetPositive operational principles, and Positive Impact investing
is fundamental to LTA's investment process, with initial assets expected to
include:

·      major renewable energy infrastructure investments (in the form of
Atlantic SuperConnection);

·      Swiss medical rehabilitation and hotel (Evolène Santé, Grand
Hotel Kurhaus) and health destinations (Arolla),

·      a leading UK fibre optic and telecoms installation, operation and
maintenance firm (Telent);

·      supply chain counterparty compliance (REG);

·      sustainable forestry; and

·      design and manufacture of cell and gene therapy viral vectors
(ViroCell).

The portfolio of Positive Impact investments comprises disruptive companies,
sustainable business models and high growth sectors that are central to the
'new economy'. Disruptive Capital considers that downside resilience in the
portfolio comes from Swiss real estate and the established market position of
Telent.

The majority independent LTA board is chaired by Michelle McGregor-Smith, the
former Chief Executive and Chief Investment Officer of the £27bn British
Airways Pension Scheme.

Mrs McGregor-Smith commented:
"Across its strategies for post-Covid recovery, post-Brexit "levelling up" and
Net Zero, vast investment sits at the heart of this Government's vision for a
British renaissance. Long Term Assets stands at the ready to help address the
shortfall in capital required to realise Government's ambition to pool
billions into a new generation of world-leading British infrastructure and
businesses."

LTA's investment advisory team comprise world-class experts with decades of
experience and success in private markets and in pensions, led by Edmund "Edi"
Truell through Disruptive Capital GP Limited, the portfolio manager
("Disruptive Capital"). A long-term private assets investor, Edi, through the
funds he has managed, has over 30 years invested in and built up a significant
number of successful companies, including Pension Insurance Corporation, Getty
Images, Imagine (now Future plc), Wickes and Paragon Healthcare.

The Alternative Investments Fund Manager proposed to be appointed, 1  MJ
Hudson, has years of experience managing private asset vehicles.  Prof.
Oliver Gottschalg is joining Disruptive Capital's Strategic Advisory
Committee. Oliver is renowned for his work at PERACS, part of MJ Hudson,
analysing private fund managers' performance.

The initial Long Term Assets portfolio is made up of a diversified range of
assets, recently valued in the region of £160 million, comprising a complete
selection of the Disruptive Capital's family office private asset
portfolio. Disruptive Capital has undertaken to give Long Term Assets
priority access to its pipeline of future investment opportunities.

It is anticipated that LTA will scale rapidly through an ongoing placement
programme, targeting pension funds and other longer-term investors. Disruptive
Capital anticipates considerable market demand from investors hitherto
constrained from investing in a diversified portfolio of private asset classes
opting for a tailored, liquid, long-term vehicle including many pension funds.

Long Term Assets has the additional flexibility to accept a wide range of
private markets assets as in specie subscriptions, in exchange for its
publicly traded shares or shares which can be converted into publicly traded
shares. This may be attractive to pension funds looking for solutions to
improve the liquidity of their assets, following the recent turmoil in the LDI
and gilts markets.

To the extent that such assets do not meet LTA's demanding investment and ESG
criteria, they can be held via realisation C shares.

As well as the advantages of good governance, transparency and shares that are
transferable on the London Stock Exchange, Long Term Assets will have
discount control mechanisms, including the power to buy in shares if they are
trading below the prevailing Net Asset Value.

LTA considers that its admission to trading will support the UK government's
ambition to widen access to private markets and their associated benefits
whilst also unlocking new investment to "build back better".

Any shares in LTA will only be issued pursuant to a placing of such shares by
LTA directly or through the placing agent and bookrunner, Shore Capital. There
will be no initial public offer for the shares of LTA in any jurisdiction.
Details of the proposed admission of LTA shares, together with any proposed
issue of shares pursuant to any initial placing or under the placing programme
will be set out in full in a prospectus that LTA expects to publish in due
course.

-ENDS-

For further information and media enquiries, please contact:

LTA Investor Relations: EQ

James Culverhouse

T: +44 20 7223 1100 / +44 7912 508 322
E: james.culverhouse@eqcorp.co (mailto:james.culverhouse@eqcorp.co)

 

Disruptive Capital

Edi Truell

T: +41 79 953 8396

E: truell@disruptivecapital.com

Notes to The Editor:

Positive Impact

LTA is currently indirectly c. 17% owned by the Truell Conservation
Foundation, a UK registered charity founded by Edi Truell and the late Danny
Truell, then CIO of Wellcome Trust, which endeavours to make money for charity
by being good investors. See more via:
http://www.truellconservationfoundation.com
(http://www.truellconservationfoundation.com/) .

Whether safeguarding people's pensions; bringing 1.8GW of affordable green
energy to the UK from Iceland; or facilitating cell and gene therapy trials,
the Truell Conservation Foundation has a strong preference for investments
that deliver not only strong financial returns, but also material societal and
environmental good.

Government support:

Long Term Assets considers that its admission to trading additionally
supports the UK government' ambition to widen access to private markets and
their associated benefits while also unlocking new investment to "build back
better". On 4(th) August 2021, Boris Johnson and Rishi Sunak issued a
statement: "Challenging UK institutional investors to consider investing a
greater proportion of their capital in long-term UK assets - from pioneering
firms to infrastructure - enabling pensions savers to access better returns
and support an innovative, greener future for the UK." On 6(th) October 2022,
the Government announced a consultation on broadening investment opportunities
of defined contribution pension schemes 2  and in that context, noted as
follows: "Enabling our occupational schemes to take advantage of long-term
illiquid investment is one of this government's key priorities. With more
members enrolling in defined contribution (DC) schemes…its right that
trustees and managers now consider investing in a broader range of assets as
part of a diversified portfolio. This includes in start-up companies,
renewable projects and infrastructure that can offer potentially greater
returns for pension savers building towards retirement and can have the added
benefits of improving the UK economy and society…

The role which illiquid assets could play in improving pension outcomes for
members should not be overlooked."

 Important Notices

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

Investors could lose all or part of their investment. The value of the Shares
(which may be ordinary shares, C shares or zero dividend preference 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. Returns may increase or decrease as a result of currency
fluctuations.

The merits or suitability of any securities must be independently determined
by each investor on the basis of its own investigation and evaluation of the
Company. Any such determination should involve, among other things, an
assessment of the legal, tax, accounting, regulatory, financial, credit and
other related aspects of the securities.

This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of an offer to purchase, subscribe for or otherwise
acquire, any securities by any US Persons (as defined below) or in the United
States or any jurisdiction. 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 contained in this announcement is for background purposes only
and does not purport to be full or complete and may not be used in making any
investment decision. This announcement does not contain sufficient information
to support an investment decision and investors should ensure that they obtain
all available relevant information before making any investment. This
announcement does not constitute and may not be construed as any offer to sell
or issue, or any solicitation of an offer to purchase, subscribe for or
otherwise acquire, investments of any description, nor as a recommendation
regarding the possible offering or the provision of investment advice by any
party. No information in this announcement should be construed as providing
financial, investment or other professional advice and each prospective
investor should consult its own legal, business, tax and other advisers in
evaluating the investment opportunity. No reliance may be placed by any person
for any purposes whatsoever on this announcement, or its accuracy, fairness or
completeness.

Past performance of similar instruments is not a reliable indicator of future
results of the Company.

Nothing in this announcement constitutes investment advice and any
recommendations that may be contained herein have not been based upon a
consideration of the investment objectives, financial situation or particular
needs of any specific recipient.

YOUR CAPITAL IS AT RISK. THE VALUE OF YOUR INVESTMENT CAN GO DOWN AS WELL AS
UP, SO YOU COULD GET BACK LESS THAN YOU INVESTED.

The information in this announcement may include forward-looking statements,
which are based on the current expectations and projections about future
events and in certain cases can be identified by the use of terms such as
"may", "will", "should", "expect", "anticipate", "aspire", "project",
"estimate", "intend", "continue", "target", "believe" (or the negatives
thereon) or other variations thereon or comparable terminology. These
forward-looking statements, as well as those included in any related
materials, are subject to risks, uncertainties and assumptions about the
Company, including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures and
acquisitions. In light of these risks, uncertainties and assumptions, the
events in the forward-looking statements may not occur.

The information and opinions contained in this announcement are provided as at
the date of this announcement and are subject to change and no representation
or warranty, express or implied, is or will be made in relation to the
accuracy or completeness of the information contained herein and no
responsibility, obligation or liability or duty (whether direct or indirect,
in contract, tort or otherwise) is or will be accepted by the Company or
Disruptive Capital GP Limited ("Disruptive Capital") or any of their
respective affiliates or by any of their respective officers, employees or
agents in relation to it. Each of the Company, the Disruptive Capital, Shore
Capital, their respective affiliates and their and their affiliates'
respective directors, officers, employees, advisors and agents expressly
disclaim any obligation or undertaking to update, review or revise any forward
looking statement contained in this announcement whether as a result of new
information, future developments or otherwise, and none of them accepts any
responsibility or liability whatsoever for or makes any representation or
warranty, express or implied, in relation to the truth, fairness,
reasonableness, adequacy, accuracy or completeness of the information,
statements or opinions, whichever their source, contained in this announcement
(or whether any information has been omitted from the announcement) or any
oral information provided in connection herewith, or any data it generates and
accepts no responsibility, obligation or liability (whether direct or
indirect, in contract or otherwise) in relation to any of such information.

Each of the Company, Disruptive Capital, Shore Capital, their respective
affiliates and their and their affiliates' respective directors, officers,
employees, advisors and agents expressly disclaim any and all liability which
may be based on this announcement and any errors therein or omissions
therefrom.

Shore Capital is authorised and regulated in the United Kingdom by the
Financial Conduct Authority.

Shore Capital is acting exclusively for the Company in connection with the
matters referred to in this announcement and will not be responsible to any
other person for providing the protections afforded to customers of any of
Shore Capital or advising any other person in connection with the matters
referred to in this announcement.

Disruptive Capital GP Limited is licensed by the Guernsey Financial Services
Commission (the "Guernsey Commission") under the Protection of Investors
(Bailiwick of Guernsey) Law, 2020 (the "POI Law").

The Company is a registered closed- ended investment scheme registered
pursuant to the POI Law and the Registered Collective Investment Scheme Rules
and Guidance, 2021, issued by the Guernsey Commission. The Guernsey
Commission, in granting registration, has not reviewed this document. The
Guernsey Commission takes no responsibility for the financial soundness of the
Company or for the correctness of any of the statements made or opinions
expressed with regard to it.

The date of Admission may be influenced by things such as market conditions.
There is no guarantee that Admission will occur and you should not base your
financial decisions on the Company's intentions in relation to Admission at
this stage. Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing the entire amount invested.
Persons considering making such investments should consult an authorised
person specialising in advising on such investments. This announcement does
not constitute a recommendation concerning the offering of shares in the
Company. Potential investors should consult a professional advisor as to the
suitability of the acquiring shares in the Company for the person concerned.

No representation or warranty is given to the achievement or reasonableness of
future projections, management targets, estimates, prospects or returns, if
any. Any views contained herein are based on financial, economic, market and
other conditions prevailing as at the date of this announcement. The
information contained in this announcement will not be updated. The target
gross proceeds is a target only and should not be taken as an indication of
the gross proceeds which will be raised.

Any subscription for shares in the Company is subject to specific legal or
regulatory restrictions in certain jurisdictions. Persons distributing this
announcement must satisfy themselves that it is lawful to do so. The Company
assumes no responsibility in the event that there is a violation by any person
of such restrictions.

Neither this announcement nor any part or copy of it may be taken or
transmitted into the United States, Australia, Canada, New Zealand, the
Republic of South Africa, Japan or any member state of the EEA (other than any
member state of the EEA where the securities may be lawfully marketed), or
distributed directly or indirectly to US Persons (as defined below) or in the
United States, Australia, Canada, South Africa or Japan or any member state of
the EEA (other than any member state of the EEA where the securities may be
lawfully marketed). Any failure to comply with this restriction may constitute
a violation of applicable law. This announcement does not constitute an offer
of securities to the public in the United States, Australia, Canada, South
Africa, Japan, any member state of the EEA or in any other jurisdiction.
Persons into whose possession this announcement comes should observe all
relevant restrictions. There will be no public offer of the shares in the
United States, Australia, Canada, South Africa, Japan, any member state of the
EEA or any other jurisdiction.

The Company has not been and will not be registered under the United States
Investment Company Act of 1940, as amended (the "Investment Company Act") and
as such investors are not and will not be entitled to the benefits of the
Investment Company Act. The Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold, resold,
pledged, delivered, assigned or otherwise transferred, directly or indirectly,
into or within the United States or to, or for the account or benefit of, any
"U.S. persons" as defined in Regulation S under the Securities Act ("US
Persons"), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States and in a manner which would not require the
Company to register under the Investment Company Act. Offers and sales of the
shares are being made only outside the United States in "offshore
transactions" to non-US Persons pursuant to Regulation S under the Securities
Act. There has been and will be no public offering of the Company's securities
in the United States.

Neither the United States Securities and Exchange Commission (the "SEC") nor
any securities commission of any state or other jurisdiction of the United
States has approved or disapproved this announcement or the issue of the
shares or passed upon or endorsed the merits of the offering of the Shares or
the adequacy or accuracy of this announcement. Any representation to the
contrary is a criminal offence in the United States.

The Shares may not be acquired by: (i) investors using assets of: (A) an
"employee benefit plan" as defined in Section 3(3) of the United States
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the
United States Internal Revenue Code of 1986, as amended (the "U.S. Tax Code"),
including an individual retirement account or other arrangement that is
subject to Section 4975 of the U.S. Tax Code; or (C) an entity whose
underlying assets are considered to include "plan assets "by reason of
investment by an "employee benefit plan" or "plan" described in preceding
clause (A) or (B) in such entity pursuant to the U.S. Plan Assets Regulations;
or (ii) a governmental, church, non-U.S. or other employee benefit plan that
is subject to any federal, state, local or non-U.S. law that is substantially
similar to the provisions of Title I of ERISA or Section 4975 of the U.S. Tax
Code (collectively, "Benefit Plan Investors") unless its purchase, holding,
and disposition of the Shares will not constitute or result in a non-exempt
violation of any such substantially similar law.

In addition, the Shares are subject to restrictions on transferability and
resale in certain jurisdictions and may not be transferred or resold except as
permitted under applicable securities laws and regulations and under the
articles of incorporation of the Company. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdictions.

Any issue of Shares in the Company is not being made available to any investor
domiciled in any EEA Member State unless: (i) the Company's alternative
investment fund manager (the "AIFM") has confirmed that it has made the
relevant notifications or applications in that EEA Member State and is
lawfully able to market shares into that EEA Member State; or (ii) such
investors have received any materials in connection with the offering of
Shares on the basis of an enquiry made on the investor's own initiative.

The AIFM will make available in due course a Key Information Document for each
class of Shares proposed to be admitted to trading as required under the
Packaged Retail and Insurance-based Investment Products Regulation (EU) No
1286/2014.

 

 

 1  Subject to contract

 2 
https://www.gov.uk/government/consultations/broadening-the-investment-opportunities-of-defined-contribution-pension-schemes/consultation-broadening-the-investment-opportunities-of-defined-contribution-pension-schemes

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