REG - Seraphim Space I.T. - Launch of Equity Raise
Mon 07:00
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RNS Number : 9220B Seraphim Space Investment Trust PLC 27 April 2026
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
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THE SAME WOULD BE UNLAWFUL.
This Announcement is not an offer to sell, or a solicitation of an offer to
acquire, securities in any jurisdiction in which the same would be unlawful.
27 April 2026
Seraphim Space Investment Trust plc
LEI: 2138002THGUZBGZC2V85
Launch of equity raise
Following Seraphim Space Investment Trust plc's (LSE:SSIT) ("SSIT" or the
"Company") announcement on 13 April 2026 that it was contemplating a
fundraising via an issue of C shares, the Board of SSIT is pleased to announce
an equity raise through a placing (the "Placing") and a retail offer (the
"Retail Offer") (together the "Issue") of new C shares at 100p per share (the
"C Shares").
The Issue is conditional on Shareholder approval. The Company published a
circular on 16 April 2026 (the "Circular") giving notice of a general meeting,
to be held on 6 May 2026, at which Shareholder approval for the Issue will be
sought (the "General Meeting").
Issue highlights
· Deployment of the Issue proceeds is expected to continue the
strategy successfully executed since IPO, exploiting the unique position of
SSIT's investment manager ("Seraphim Space" or the "Investment Manager") in
the global SpaceTech ecosystem to strengthen and expand SSIT's portfolio
through deployment into an exciting pipeline of investment opportunities.
· The C Shares will form a separate share class to the Company's
ordinary shares (the "Ordinary Shares") during their deployment phase, which
will reduce cash drag for existing Shareholders.
· The C Shares are expected to convert into Ordinary Shares at
periodic intervals based on quarterly NAVs.
· More information on how to apply to participate in the Retail
Offer (including a full list of RetailBook's distribution partners) can be
found here: https://app.retailbook.com/offers/seraphim
(https://app.retailbook.com/offers/seraphim) .
· The Retail Offer is expected to close at 12.00 p.m. on 6 May 2026
(though retail investment platforms may have earlier deadlines) and the
Placing closes at 12.00 p.m. on 7 May 2026.
The Company's performance is dependent on many factors and potential investors
should read the entirety of this Announcement and, in particular, Appendix I
(Risk Factors) to this Announcement.
Appendix II to this Announcement sets out the terms and conditions of the
Placing.
Appendix III to this Announcement sets out the rights attaching to the C
Shares.
Capitalised terms used in this Announcement have the meanings given to them in
Appendix IV (Definitions) to this Announcement, unless the context requires
otherwise.
Investment highlights
The Board believes that SSIT is exceptionally well-positioned as it approaches
the end of its fifth year as a public listed company, with the SpaceTech
sector continuing to present highly attractive investment opportunities
strongly aligned with significant global tailwinds.
· SpaceTech is the backbone of the next wave of global megatrends,
offering a compelling investment opportunity
o The SpaceTech market is now at a critical inflection point. Recent
developments have caused a significant cost reduction in access to Space, with
lower satellite and launch costs - there are few parts of the global economy
that will be unaffected by Space.
o SpaceTech's accelerating growth is being driven by global security
concerns, desire for climate sustainability and the search for the next
generation of infrastructure for telecoms and AI.
o It is expected that SSIT will benefit from the continued multi-decade
growth in demand for Space-related technologies.
· Seraphim Space, the manager of SSIT, is the world's #1 SpaceTech
investor with access to extensive global deal flow and a proven track record
of delivering value
o Seraphim Space's privileged position in the global SpaceTech ecosystem
gives unparalleled early access to companies that may shape a new economic
revolution.
o Seraphim Space has a top decile realised track record(1).
o Seraphim Space has invested in 45 SpaceTech companies on behalf of its
fund clients, the outcome of which include 9 unicorns, 5 IPOs and one trade
sale. In addition, it has supported more than 100 SpaceTech companies through
its accelerator programme.
o SSIT has delivered performance as follows in the period to 31 December
2025, the date of the Company's latest published net asset value:
Cumulative performance 1 year 3 years Since launch
NAV per Ordinary Share 40.8% 53.4% 45.0%
Ordinary Share price 120.6% 165.5% 20.0%
Since 31 December 2025, a number of SSIT's top 10 holdings have made
significant progress, including Xona Space Systems (3.1% of net assets at 31
December 2025) completing an oversubscribed $170 million Series C funding
round, which delivered a 167% increase in the fair value of SSIT's holding
(equivalent to 7.37p per Ordinary Share) and HawkEye 360 (10.1% of net assets
at 31 December 2025) filing a registration statement relating to a proposed
IPO.
Since 31 December 2025, the Ordinary Share price has risen significantly from
120.0p to 219.5p at 23 April 2026. Over the period from launch to 23 April
2026, the Ordinary Share price total return was 119.5%.
· Strong momentum in the existing SSIT portfolio
o SSIT's high growth portfolio, consisting of 24 holdings including
maturing, well-capitalised companies, is strongly aligned with sector
tailwinds.
o SSIT's top 10 holdings have an average annual revenue growth rate of
79%(2) and a gross MOIC of 2.3x. More than 85%(3) of the portfolio is expected
to be EBITDA profitable in 2026.
o SSIT's private company portfolio has delivered an IRR of 19% per annum
(4).
o 100% of SSIT's portfolio has dual-use applications, with over 70% of the
portfolio predominantly focused on defence.
· Diversified access to high growth SpaceTech market: The C Share
is intended to provide diversified exposure to SpaceTech through deployment of
the Issue proceeds and, in time, conversion into Ordinary Shares.
(1) 2016 vintage first fund; (2) Fair value weighted average annual revenue
growth in 2025; (3) By fair value, based on latest projections from management
teams; (4) As at 31 December 2025, all private company investments made
including those which have subsequently become listed.
Overview of the Company
SSIT is a listed closed-ended investment company launched in July 2021. SSIT
is admitted to the closed-ended investment funds category of the Official List
of the FCA and its Ordinary Shares are admitted to trading on the main market
of the London Stock Exchange. The Company invests in private, growth stage
companies providing investors with diversified exposure to a portfolio of
SpaceTech companies, including some of the highest profile Space companies
globally. As at 23 April 2026, the Company had a market capitalisation of
approximately £520.7 million.
Investment objective and policy
The Company's objective is to generate capital growth over the long term
through investment in a diversified international portfolio of predominantly
early and growth stage unquoted SpaceTech businesses with the potential to
dominate globally.
The Company seeks exposure to early and growth stage privately financed
SpaceTech businesses, acquiring primarily minority holdings. The Company
intends to realise long-term value through exiting its investments over time.
The Company invests internationally with a view to maintaining a diversified
portfolio primarily located in the US, UK and continental Europe. SSIT's
portfolio is expected to comprise 20 to 50 holdings. The Company will at all
times invest and manage the portfolio in a manner consistent with spreading
investment risk.
Investments are mainly in the form of equity and equity-related instruments
although the Company may invest in a range of financial instruments including,
without limit, securities, derivatives, warrants, options, futures,
convertible bonds, convertible loan notes, convertible loan stocks or
convertible preferred equity. The Company may also on occasion invest in other
debt-based investments not referred to above, including, without limit, loan
stock, payment-in kind instruments and shareholder loans. In addition to
participating in new issues, the Company may also undertake secondary
transactions that involve the acquisition of existing stakes.
The Company may invest in companies, as well as other forms of legal entity,
including partnerships and limited liability partnerships. The Company may
acquire investments directly or by way of holdings in special purpose
vehicles, intermediate holding entities or other structures. The Company will
not invest in other listed closed-ended investment funds.
Investment restrictions
The Company will invest and manage its assets with the objective of spreading
risk through the following investment restrictions:
· other than the ability for the aggregate value of the Company's
holding in one single portfolio company or other entity to represent up to 20%
of gross asset value, the aggregate value of the Company's holding in any
other single portfolio company or other entity will represent no more than 15%
of gross asset value; and
· the Company's aggregate investment in publicly quoted companies
will represent no more than 30% of gross asset value.
The Company will generally only invest in publicly quoted companies that
constituted part of the portfolio it agreed to acquire in conjunction with its
IPO or in circumstances where it has already made an initial investment prior
to the portfolio company's initial public offering. However, the Company may
invest up to 5% of gross asset value in aggregate in publicly quoted companies
that do not fall into either of those categories. For the avoidance of doubt,
any process by which an unlisted investment of the Company becomes listed
shall be deemed not to be a new investment by the Company.
Each of the restrictions referred to above is calculated at the time of
investment. The Company will not be required to dispose of any investment or
to rebalance the portfolio as a result of a change in the respective
valuations of its assets.
Hedging and derivatives
Save for investments made using equity-related instruments as described above,
the Company will not employ derivatives of any kind for investment purposes
other than to potentially hedge downside risk on a quoted portfolio company
for specific reasons, such as where the Company is subject to lock-up
provisions. Derivatives may be used for currency hedging purposes (note: no
derivatives have been used to date).
Borrowings
Although the Company does not intend to use structural gearing with a view to
enhancing returns on investments, the Company may, from time to time, use
borrowings for the purpose of bridging investments, managing its working
capital requirements and efficient portfolio management purposes. Borrowings
will not exceed 10% of NAV, calculated at the time of drawdown of the relevant
borrowings.
Cash management
The Company may hold cash on deposit and may invest in cash equivalent
investments, which may include short-term investments in money market-type
funds and tradeable debt securities ("Cash and Cash Equivalents"). There is no
restriction on the amount of Cash or Cash Equivalents that the Company may
hold or where it is held.
Cash and Cash Equivalents will be held with approved counterparties and in
line with prudent cash management guidelines agreed between the Board and the
Investment Manager.
The Company will hold sufficient Cash or Cash Equivalents for the purpose of
making follow-on investments in accordance with the Company's investment
policy and to manage the working capital requirements of the Company.
Target returns and dividend policy
The Directors intend to manage the Company's affairs to achieve Shareholder
returns through capital growth rather than income. The Company has no formal
benchmark. However, the Company targets an annualised total return on the
Company's portfolio of at least 20% over the long term (adjusted for any
dividends paid or share buy-backs by the Company). This is a target only and
reflects the Investment Manager's expectations of the potential returns that
can be generated by investing in a portfolio of early and growth stage private
SpaceTech companies which have the potential to generate substantial returns
for their shareholders over the long term whilst recognising that not all
portfolio companies will achieve their potential and that some may fail in
their entirety. This should not be taken as an indication of the Company's
expected future performance, return or results over any period and does not
constitute a profit forecast. The actual return generated by the Company over
any period will depend on a wide range of factors, including, but not limited
to, the terms of the investments made, the performance of its portfolio
companies, general macroeconomic conditions and fluctuations in currency
exchange rates.
As the Company's priority is to produce capital growth over the long term, it
has no dividend target and will not seek to provide Shareholders with a
particular level of distribution. However, the Company intends to comply with
the requirements for maintaining investment trust status for the purposes of
section 1158 of the Corporation Tax Act 2010 regarding distributable income.
Therefore, in accordance with regulation 19 of the Investment Trust (Approved
Company) (Tax) Regulations 2011, the Company will not (except to the extent
permitted by those regulations) retain more than 15% of its income (as
calculated for UK tax purposes) in respect of each accounting period and any
excess will be distributed in the form of a final dividend.
Overview of the Investment Manager
The Company is managed by Seraphim Space, the world's number 1 SpaceTech
investor, with c.$550 million in assets under management. Seraphim Space has a
100% SpaceTech focus with global pre-seed to pre-IPO coverage.
Seraphim Space has been a pioneer in SpaceTech investment, having launched the
world's first specialist SpaceTech funds, and has built a pre-eminent
position in the global SpaceTech ecosystem. Since 2016, Seraphim Space has
supported more than 100 SpaceTech companies through its accelerator programme
and has a proven track record of delivering value, with a top decile realised
track record (2016 vintage 1(st) fund). Seraphim Space has invested in 45
SpaceTech companies on behalf of its fund clients, the outcome of which
include 9 unicorns, 5 IPOs and one trade sale.
The Investment Manager's team, led by Mark Boggett, James Bruegger and Rob
Desborough, consists of seasoned venture capitalists and successful Space
sector entrepreneurs who together have experience of founding, funding or
scaling Space companies to billion-dollar outcomes. The team are hands-on
investors, joining the boards of many portfolio companies.
Positioned at the heart of the global SpaceTech ecosystem, as a result of its
network cultivated over the last decade, Seraphim Space sees the majority of
global SpaceTech deals. This provides Seraphim Space with the information
asymmetry to cherry-pick with conviction the best growth stage opportunities.
Seraphim Space's end-to-end offering for supporting companies from
pre-incorporation to pre-IPO, though the Seraphim Space accelerator (pre-seed
to seed), venture funds (pre-seed to Series A) and SSIT (growth stage to
pre-IPO). This end-to-end offering allows the triaging of thousands of
investment opportunities to build a pipeline of high conviction investments
for SSIT, with the majority of SSIT's current portfolio originating from the
venture portfolio.
Management fee
Under the Investment Management Agreement, Seraphim Space is entitled to a
management fee of 1.25% per annum of NAV up to £300 million and 1.00% per
annum of NAV above £300 million, payable quarterly in advance. The management
fee will be blended across the NAVs of both C Shares and Ordinary Shares.
Performance fee
The Investment Manager may also earn a performance fee of 15% of the increase
in the NAV (adjusted for share issues and buy-backs and adding back any
accrued performance fee) during the performance period (the "Adjusted NAV"),
but only if the Company has achieved a minimum Adjusted NAV return of 8% per
year first (known as the performance hurdle). No performance fee is payable
unless the Adjusted NAV also rises above the highest level at which any
performance fee was previously paid (the high-water mark). This means the
Investment Manager is not paid a performance fee simply because the NAV
recovers after a period of weaker performance.
Once both the performance hurdle and the high-water mark have been passed (and
the other conditions for payment of the performance fee are met), a full catch
up applies. This allows the Investment Manager to receive a larger share of
any further increase in the Adjusted NAV until its share effectively "catches
up" to the agreed 15% rate. Any remaining increase in the Adjusted NAV after
this point is then shared 85% to shareholders and 15% to the Investment
Manager.
Performance is measured once a year, using the Adjusted NAV as at 30 June and
the performance period is the period since the Company's IPO or, if later, the
last performance period in respect of which a performance fee was payable to
30 June in the relevant year.
A performance fee is only paid if the aggregate of the Company's net realised
profits on investments, net unrealised gains on listed investments and
investment income during the performance period are sufficient to cover it. If
they are not, the unpaid amount is carried forward and included in the
performance fee calculation at the end of the next performance period. In
addition, timing of payment of any performance fee is subject to the Board
being comfortable that there is sufficient cash available, after taking into
account the Company's working capital requirements.
To align its interests with shareholders, the Investment Manager is required
to reinvest 15% of any performance fee it receives into shares of the Company
(subject to the Takeover Code).
The performance fee is not specific to any individual class of shares.
Accordingly, whilst there are any C Shares in issue, any performance fee
accrued or earned will be allocated to the assets attributable to each class
of Shares in issue in such proportion as the Directors consider to be
attributable to each class.
Further details of the performance fee arrangements are set out in the
Company's IPO prospectus, available on the Company's website at
https://investors.seraphim.vc/ (https://investors.seraphim.vc/) .
Portfolio
SSIT's current portfolio consists of 24 holdings, including maturing, well
capitalised companies, strongly aligned with sector tailwinds and the
portfolio's fair value was 198% of its cost as at 31 December 2025. 100% of
the portfolio has dual-use applications, with over 70% of the portfolio
predominantly focused on defence.
Six portfolio companies have achieved unicorn status post investment by SSIT,
with an aggregate increase in EV across the portfolio of £30 billion since
SSIT's initial investments. Portfolio companies have raised £6 billion of
equity post SSIT's initial investment.
The portfolio is high growth and well positioned, with the top 10 holdings
having an average annual revenue growth rate of 79%(1) and more than 85%(2) of
the portfolio expected to be EBITDA profitable in 2026.
The table below shows SSIT's portfolio as at 31 December 2025, being the
latest date to which the Company has published financial information.
Post the period end, on 25 March 2026 the Company announced that Xona Space
Systems had completed an oversubscribed $170m Series C funding round, which
delivered a 167% increase in the fair value of SSIT's holding from £10.5
million to £28.0 million.
Company Business description 31-Dec-25 31-Dec-25 31-Dec-25
Fair value (£m) % of NAV Cost (£m)
ICEYE No.1 radar constellation 131.6 39.0% 39.6
ALL.SPACE Leading satellite communications 53.8 15.9% 30.6
D-Orbit No.1 in Space Logistics 41.9 12.4% 11.6
HawkEye 360 No.1 SIGINT constellation 34.1 10.1% 18.6
LeoLabs No.1 Space surveillance network 12.4 3.7% 11.7
SatVu Thermal data from Space 11.2 3.3% 7.0
Xona Space Systems No.1 GPS constellation 10.5 (28.0 as at 25-Mar-26) 3.1% 7.0
Skylo Global satellite communications 6.8 2.0% 2.8
Tomorrow.io Global weather monitoring 4.3 1.3% 4.2
Zeno Nuclear batteries in Space 3.7 1.1% 4.1
Other investments(3) 21.4 6.4% 30.1
Total investments 331.6 98.2% 167.4
(1) Fair value weighted average annual growth in 2025. (2) By fair value,
based on latest projections from management teams. (3) Fair value movement
includes the reversal of previously booked unrealised fair value movements for
the assets disposed of in the period, which is offset by the disposals and
results in realised losses.
Portfolio case studies
Infrastructure case study: AST SpaceMobile
· Description: AST is launching a satellite constellation that will
act as "cell towers in Space" by delivering high speed internet connectivity
to any smartphone on the planet. The satellites will be compatible with all
existing 5 billion mobile phones, eliminating connectivity gaps. AST listed on
NASDAQ in 2021 and is now the 3(rd) most valuable Space company (behind SpaceX
and RocketLab) with a market cap of c.$30 billion as at 23 April 2026.
· Progress to date: 91x increase in EV since Seraphim Space's
initial investment in 2020 and 20x increase in EV since SSIT's first
investment in 2021. AST has received $4 billion in funding since the initial
SSIT investment and has confirmed a fully-funded plan to deploy 45 to 60
satellites by 2026. It also has 3 billion subscribers through its 50+ MNO
partners.
· Seraphim Space advantage: Originated an off-market deal via
Seraphim Space's network. Industry expertise informed the direct-to-device
thesis for converging satcoms and telecoms.
Double-down case study: ICEYE
· Description: ICEYE operates the world's largest constellation of
miniaturised satellites that use radars to capture information about the Earth
day and night and in all weather conditions. ICEYE aims to provide actionable
information on every square metre of the Earth every hour for sectors that
include defence, climate and insurance. In addition, ICEYE also sells complete
sovereign satellite systems to governments worldwide, with the market just for
these sovereign satellites estimated to be c. €3 billion per annum.
· Progress to date: 117x increase in EV since Seraphim Space's
initial investment in 2017 and 4x increase in EV since SSIT's first investment
in 2021. ICEYE became profitable in 2025 and its valuation at the latest
funding round in December 2025 was €2.4 billion. ICEYE has now launched 70
satellites.
· Seraphim Space advantage: LP relationships with key industry
players bolstered conviction for Seraphim Space's VC fund to invest in 2017,
before ICEYE had launched any satellites. Insights from four years on ICEYE's
board led to conviction to double down, with SSIT leading ICEYE's Series D
funding round in 2021 to acquire $50 million of combined primary &
secondary.
Info asymmetry case study: HawkEye 360
· Description: HawkEye 360 is the leading provider in Space-based
radio frequency intelligence, operating the world's first commercial
constellation designed specifically to detect, characterise, and geolocate
radio frequency signals. Its satellites are capable of detecting a broad array
of signals, including for ship radios, handheld devices, radars and GPS
devices. HawkEye 360 uses proprietary AI-driven analytics to turn these
signals into actionable intelligence. Dual use applications range from defence
and intelligence to environmental monitoring. The addressable spend across the
SIGINT payload market is +$3 billion.
· Progress to date: 2x increase in EV since SSIT's first investment
in 2021, with $240 million in funding raised since SSIT's investment. HawkEye
360 became profitable in 2025 and has launched 13 satellite clusters and has
government customers across 4 continents. In April 2026, HawkEye 360 filed a
registration statement relating to its proposed IPO.
· Seraphim Space advantage: Spent years tracking the business,
building a relationship with the team pre-investment. Seraphim Space's
privileged insight into the Earth observation market built conviction that
Hawkeye 360 would become a dominant SIGINT provider to governments. Seraphim
Space's reputation as a leading specialist investor presented the opportunity
to act as lead and catalyse a $150 million Series D round in 2021 from top
tier investors.
Nurturing case study: Xona
· Description: Xona is aiming to be the world's first smallsat GPS
constellation delivering centimetre level accuracy and enhanced security to
the 7 billion+ GPS devices installed around the world, unlocking the future of
autonomy as well as playing a key role in filling a critical gap in US
national security (GPS resilience).
· Progress to date: 127x increase in EV since Seraphim Space's
initial investment in 2020 and 36x increase in EV since SSIT's first
investment in 2021. Xona has received over $30 million in non-dilutive funding
from the US Department of War and has been validated as having 100x signal
strength vs. GPS.
· Seraphim Space advantage: First engaged with the CEO whilst he
was still at business school. Helped incubate the company through
participation in Seraphim Space's accelerator programme. Insight from the
accelerator programme provided conviction to lead / co-lead the first 3 rounds
of financing for Xona. Seraphim Space played a catalytic role in building the
investor syndicate required to finance Xona's constellation.
SpaceTech sector outlook
Seraphim Space believes that SpaceTech will remain a rapidly growing sector in
the short, medium and long-term, creating strong investment opportunities for
the Company. Space is becoming an integral part of the AI revolution and
Seraphim Space believes few parts of the $100 trillion global economy will be
unaffected by Space. Space is playing an increasingly pivotal role in
geopolitics, business and the everyday lives of billions of people around the
world. Interest in Space is growing as its function as an accelerant of the AI
revolution becomes more apparent.
SpaceTech is currently in a transitional phase between "Space 2.0" and "Space
3.0". Space 2.0 saw the proliferation of commercial Space through lower cost
satellites and greater launch frequencies, giving global coverage that
disrupted sectors such as agriculture, finance, energy, natural resources,
logistics, telecoms, governments and datacentres. Space 2.0 has provided the
framework for digital infrastructure in Space that can provide surveillance,
data insights, and 4G and 5G connectivity across the planet. This has had a
profound effect on sectors such as defence, data insights and robotics and
automation.
The next phase of this development, "Space 3.0" is predicted to enable
Space-based computing and networks, which will be critical for the continuing
development of AI and data and communications technology. "Space 3.0" is also
forecast to enable in-Space solar energy generation and provide in-Space
platforms for R&D and manufacturing for products such as drugs and
advanced materials. These developments will be driven by concurrent decreasing
costs and a massive increase in launch capacity and frequency, which could
enable Space-based infrastructure / megastructures of a size more than 100x
greater than the International Space Station to become operational. An
integral part of this development is the Starship rocket programme, which can
deliver 10x the payload capacity of the precedent Falcon 9, potentially at a
greater than 10x reduction in costs.
The growth in the SpaceTech sector is being accelerated by broader
macroeconomic themes.
· Global security: Space provides the insight and the resilience to
protect democracies and combat geopolitical tensions. Space is becoming a
vital part of global security and defence; the USA's $1 trillion defence
budget includes $175 billion for the "Golden Dome" project. Meanwhile,
European leaders have committed to a defence budget of €800 billion,
including Germany committing to a €500 billion defence and infrastructure
budget.
· Climate and sustainability: Only with Space-derived "Earth
intelligence" can we combat global challenges and drive to Net Zero. Global
energy transition investment reached $2.3 trillion in 2025 and to reach Net
Zero emissions by 2050, $4 trillion per year would be needed by 2030 across
all sectors, including energy, transport, and industry.
· Space infrastructure: Space will be the backbone of the next
generation of infrastructure for telecoms, AI and energy. The SpaceX - xAI
merger confirms that Space is becoming the critical infrastructure layer for
AI and global digital systems, which is referred to as the "New Industrial
Stack". Terrestrial computing is constrained by power, cooling and grid
limitations. Space offers nearly unlimited solar energy and cooling
efficiency.
Rationale for the Issue
The recent strong NAV performance, along with a positive outlook for the
Company's investment proposition and SpaceTech sector more broadly, provides
an attractive backdrop to raise and deploy additional equity.
The C Share structure, which will separate the net proceeds of the Issue from
the existing assets attributable to Ordinary Shareholders, will ensure that
existing Ordinary Shareholders do not suffer any cash drag and retain the same
exposure in the near term to the Company's largest assets.
The Issue will allow the Company to grow, which will have several benefits for
Shareholders:
· The Issue will provide capital to invest in new attractive
opportunities as well as companies in SSIT's existing portfolio (see "Use of
proceeds and investment pipeline" for information on how the net Issue
proceeds are expected to be invested). Shareholders would therefore remain
exposed to the potential growth that SpaceTech could deliver in the short,
medium and long term.
· A larger company can reasonably be expected to enjoy higher
trading volumes as it should appeal to a broader range of investors which, in
turn, should improve market liquidity in the Ordinary Shares.
· An increase in SSIT's net assets will result in a reduction in
the blended rate of the investment management fee payable to Seraphim Space
(charged at the rate of 1.25% per annum of NAV up to £300 million and 1.00%
per annum of NAV above £300 million), which would reduce costs per Share for
all Shareholders.
· The fixed costs of the Company would be spread over a larger
asset base, which would also reduce costs per Share for all Shareholders.
· The Net Asset Value of the existing Ordinary Shares would not be
diluted by the expenses associated with a successful Issue, which would be
borne by subscribers for the C Shares. The basis on which the C Shares will
convert into Ordinary Shares is such that the Net Asset Value per Ordinary
Share will not be diluted by the issue and conversion of the C Shares into
Ordinary Shares.
The Company believes the Issue represents the best opportunity to grow the
Company and capitalise on the potential growth and returns offered by the
SpaceTech sector.
Use of proceeds and investment pipeline
The net proceeds of the Issue will be invested in accordance with the
Company's existing investment policy. The deployment of the net proceeds will
capitalise on Seraphim Space's unique position within the Space investment
ecosystem to strengthen and expand SSIT's portfolio through deployment into an
exciting pipeline of investment opportunities. Seraphim Space intends to
invest in companies that have come through Seraphim Space's accelerator
programme or venture fund, to double down with conviction by investment in the
next cohort of potential category leaders in SSIT's existing portfolio and to
invest in new growth opportunities, in which Seraphim Space can use
information asymmetry to identify future leaders.
Key SSIT holdings generated more than $100 million of follow-on investment
opportunities over the last year. With c.50 pre-qualified companies and
visibility on c.$150 million of deployment opportunities in select Seraphim
Space fund holdings, Seraphim Space is confident in its ability to deploy the
Issue proceeds.
The Issue
The Placing
Deutsche Numis and JPMC have each agreed to use their reasonable endeavours to
procure subscribers pursuant to the Placing for the C Shares on the terms and
subject to the conditions set out in the Placing Agreement. The Placing is
subject to the terms and conditions set out in Appendix II (Terms and
Conditions of the Placing) to this Announcement.
The Placing will close at 12.00 p.m. on 7 May 2026 (or such later date as the
Company, Deutsche Numis and JPMC may agree).
Retail Offer
Concurrently with the Placing, there will be a separate conditional retail
offer made by the Company via RetailBook of C Shares at the Issue Price, to
provide retail investors with an opportunity to participate alongside the
Placing. The Retail Offer is not made subject to the terms and conditions set
out in Appendix II to this Announcement, and instead a separate announcement
will be made shortly regarding the Retail Offer and its terms.
Costs and expenses of the Issue
The costs of the issue borne by the C Shares is expected to be 2% of the issue
price of 100p per share. Accordingly, the opening NAV is expected to be 98p.
Allocation
The Board intends to apply the principles of pre-emption when allocating C
Shares to those Shareholders that participate in the Issue.
Investor considerations
Historical performance figures in this Announcement should be viewed as such
and are not a guide to future investment performance. Furthermore, there can
be no assurance that the Investment Manager will be able to invest the
Company's assets on attractive terms or generate any investment returns for
Shareholders or indeed avoid investment losses.
The Company invests a significant proportion of its assets in securities that
are not readily tradable, which may make it difficult for the Company to sell
its investments and may lead to volatility in the market price of the Shares.
Such investments may therefore be difficult to value and realise and could
result in realisations at levels below the value of such investments estimated
by the Company.
C Shares
The C Shares will form a new class of share for the Company and have separate
assets and liabilities to the Ordinary Shares. The C Shares will convert into
Ordinary Shares at periodic intervals based on quarterly NAVs, as the C
Shares' proceeds are deployed. Further details are available in the Circular
published on 16 April 2026.
The Directors are proposing to adopt the Revised Articles to amend the rights
attaching to the C Shares, principally to provide for relevant proportions of
the C Shares to convert into Ordinary Shares on the basis outlined above. The
Issue is conditional on Shareholder approval of the proposed amendments to the
Articles at the General Meeting.
The proposed conversions of the C Shares are to enable holders of C Shares to
access the Company's portfolio of assets attributable to the Ordinary Shares
in a timely manner as the proceeds of the Issue are invested, while at the
same time ensuring that existing holders of Ordinary Shares are not exposed to
a portfolio with a higher proportion of uninvested cash and reducing the
concentration risk of the portfolio associated with the Ordinary Shares. Each
periodic Conversion is subject to a minimum amount of the proceeds of the
Issue having been invested.
General Meeting
The Issue is subject to Shareholder approval. The Company has convened the
General Meeting to seek authority: (i) for the Directors to issue up to 350
million C Shares on a non-pre-emptive basis for a period following the General
Meeting until the conclusion of SSIT's annual general meeting to be held later
in 2026; and (ii) for the proposed amendments to the Articles.
The General Meeting will be held at 1 Fleet Place, London EC4M 7WS on 6 May
2026 at 11.00 a.m.
A copy of the Circular has been submitted to the National Storage Mechanism
and is available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . The Circular and
the notice of the General Meeting is also available on the Company's website
at https://investors.seraphim.vc/ (https://investors.seraphim.vc/) .
Timetable
The expected timetable for the Issue is as follows:
Placing and Retail Offer open 27 April 2026
General Meeting 6 May 2026
Result of General Meeting announced as soon as practicable after the General Meeting
Latest time and date for applications under the Retail Offer 12.00 p.m. on 6 May 2026
Latest time and date for receipt of commitments under the Placing 12.00 p.m. on 7 May 2026
Announcement of the results of the Issue 8 May 2026
Admission of the C Shares to trading and dealings commence 12 May 2026
CREST accounts credited 13 May 2026
Where applicable, shares certificates dispatched by post within ten Business Days of Admission
If any of the above times and/or dates change, the revised time(s) and/or
date(s) will be notified by an announcement through a Regulatory Information
Service. References to times are to London times.
Dealing codes:
C Shares
ISIN GB00BW6HS596
SEDOL BW6HS59
Ticker SSIC
Enquiries
SSIT Chairman (via SEC Newgate) +44 (0) 20 3757 6767
Seraphim Space Manager LLP (via SEC Newgate) +44 (0) 20 3757 6767
Mark Boggett, CEO / James Bruegger, CIO / Rob Desborough, GP
SEC Newgate (Communications advisers) seraphim@secnewgate.co.uk (mailto:seraphim@secnewgate.co.uk)
Clotilde Gros / George Esmond / Harry Handyside +44 (0) 20 3757 6767
Deutsche Numis (Joint Bookrunner) +44 (0) 20 7545 8000
Nathan Brown / Vicki Paine / Jonny Abbott
J.P. Morgan Cazenove (Joint Bookrunner) +44 (0) 20 3493 8000
William Simmonds / Rupert Budge
Ocorian Administration (UK) Limited seraphimteam@ocorian.com (mailto:seraphimteam@ocorian.com)
Lorna Zimny +44 (0) 28 9078 5880
IMPORTANT INFORMATION
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, ANY MEMBER STATE OF THE EEA (OTHER
THAN ANY EEA MEMBER STATE WHERE THE SHARES ARE LAWFULLY MARKETED) AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL (THE "RESTRICTED JURISDICTIONS").
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A
SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR C SHARES IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL INCLUDING, WITHOUT
LIMITATION, ANY RESTRICTED JURISDICTION.
The C Shares (and the Ordinary Shares into which the C Shares will convert)
have not been and will not be registered under the US Securities Act of 1933,
as amended (the "US Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction of the United States, 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") or to, or for the account or
benefit of, any US person (''US Person'') as defined in Regulation S under the
US Securities Act (''Regulation S") except pursuant to an exemption from, or
in a transaction not subject to, registration under the US Securities Act and
in a manner which would not require the Company to register under the US
Investment Company Act of 1940, as amended. The Issue is being made outside
the United States to persons who are not US Persons in reliance on the
exemption from the registration requirements of the US Securities Act provided
by Regulation S.
No prospectus has been or will be made available in connection with the
matters contained in this Announcement and no such prospectus is required (in
accordance with the Public Offers and Admissions to Trading Regulations 2024)
to be published.
This Announcement has been issued by, and is the sole responsibility of, the
Company. This Announcement has been approved solely for the purposes of
section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA")
by Seraphim Space Manager LLP (the "Investment Manager"). The Investment
Manager is authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom (FRN 772782). This Announcement has not been
reviewed or approved by any regulatory or supervisory authority.
Deutsche Bank AG is a joint stock corporation incorporated with limited
liability in the Federal Republic of Germany, with its head office in
Frankfurt am Main where it is registered in the Commercial Register of the
District Court under number HRB 30 000. Deutsche Bank AG is authorised under
German banking law. The London branch of Deutsche Bank AG (trading for these
purposes as Deutsche Numis) ("Deutsche Numis") is registered in the register
of the companies for England and Wales (registration number BR000005) with its
registered address and principal place of business at 21 Moorfields, London,
EC2Y 9DB, United Kingdom. Deutsche Bank AG is authorised and regulated by the
European Central Bank and the German Federal Financial Supervisory Authority
(BaFin). With respect to activities undertaken in the UK, Deutsche Numis is
authorised by the Prudential Regulation Authority. It is subject to regulation
by the Financial Conduct Authority and limited regulation by the Prudential
Regulation Authority.
J.P. Morgan Securities plc (which conducts its UK investment banking
activities as J.P. Morgan Cazenove) ("JPMC"), is authorised by the PRA and
regulated in the United Kingdom by the PRA and the FCA.
Deutsche Numis and JPMC are acting exclusively for the Company and for no-one
else in connection with the Issue and the transactions and arrangements
described in this Announcement and will not be responsible to any other person
(whether or not a recipient of this Announcement) as a client in relation to
the Issue or the transactions and arrangements described in this Announcement.
Neither Deutsche Numis nor JPMC is responsible to anyone, other than the
Company, for providing the protections afforded to its clients or for
providing advice in connection with the contents of this Announcement, the
Issue, the transactions and arrangements described herein.
None of the information in this Announcement has been independently verified
or approved by Deutsche Numis or JPMC or any of their respective partners,
directors, officers, employees, advisers, consultants or affiliates. Save for
any responsibilities or liabilities, if any, imposed on Deutsche Numis and/or
JPMC by the FCA or under FSMA, or the regulatory regime established
thereunder, or under the regulatory regime of any other jurisdiction where
exclusion of liability under the relevant regulatory regime would be illegal,
void or unenforceable, no responsibility or liability whatsoever whether
arising in tort, contract or otherwise, is accepted by Deutsche Numis or JPMC
or any of their respective partners, directors, officers, employees, advisers,
consultants or affiliates whatsoever for the contents of the information
contained in this Announcement (including, but not limited to, any errors,
omissions or inaccuracies in the information or any opinions) or for any other
statement made or purported to be made by or on behalf of Deutsche Numis or
JPMC or any of their respective partners, directors, officers, employees,
advisers, consultants or affiliates in connection with the Company, the C
Shares or the Issue or for any loss, cost or damage suffered or incurred
howsoever arising, directly or indirectly, from any use of this Announcement
or its contents or otherwise in connection with this Announcement or from any
acts or omissions of the Company in relation to the Issue. Deutsche Numis,
JPMC, and their respective partners, directors, officers, employees, advisers,
consultants and affiliates accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or otherwise in
respect of any statements or other information contained in this Announcement
and no representation or warranty, express or implied, is made by Deutsche
Numis or JPMC or any of their respective partners, directors, officers,
employees, advisers, consultants or affiliates as to the accuracy,
completeness, verification or sufficiency of the information contained in this
Announcement.
This Announcement contains "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use words such as
"aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "would", "likely", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances
which are beyond the control of the Company. There are a number of factors
that could cause actual results or developments to differ materially from
those expressed or implied by these forward-looking statements and forecasts.
As a result, the actual future financial condition, performance and results of
the Company may differ materially from the plans, goals and expectations set
forth in any forward-looking statements. No representation or warranty is made
as to the achievement or reasonableness of, and no reliance should be placed
on, such forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of the date
they are made. These forward-looking statements reflect the Company's judgment
as at the date of this Announcement and are not intended to give any assurance
as to future results and the Company cautions that its actual results of
operations and financial condition, and the development of the industry in
which it operates, may differ materially from those made in or suggested by
the forward-looking statements contained in this announcement.
Any investment decision to subscribe for C Shares must be made solely on the
basis of this Announcement and Publicly Available Information, which has not
been independently verified by Deutsche Numis or JPMC. This Announcement does
not constitute a prospectus or offering memorandum or an offer in respect of
any securities and is not intended to provide the sole basis for any decision
in respect of the Company or other evaluation of any securities of the Company
or any other entity and should not be considered as a recommendation that any
investor should subscribe for, purchase, otherwise acquire, sell or otherwise
dispose of any such securities. Recipients of this Announcement who are
considering acquiring C Shares pursuant to the Issue are reminded that they
should conduct their own investigation, evaluation and analysis of the
business and data described in this Announcement. The price and value of
securities can go down as well as up and past performance is not a guide to
future performance, and investors may not get back the full amount invested
upon the disposal of such securities. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice. Each investor
or prospective investor should consult with his or her or its own legal
adviser, business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.
References in this Announcement to other materials, such as a website address,
have been provided to direct the reader to other sources of information on the
Company which may be of interest. 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.
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 "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the C Shares have been
subject to a product approval process, which has determined that the C Shares
to be issued pursuant to the Issue (and the Ordinary Shares into which the C
Shares will convert) 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 MiFID
II Product Governance Requirements (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
(a) the price of the C Shares (and the Ordinary Shares into which the C Shares
will convert) may decline and investors could lose all or part of their
investment; (b) the C Shares (and the Ordinary Shares into which the C Shares
will convert) offer no guaranteed income and no capital protection; (c) an
investment in the C Shares (and the Ordinary Shares into which the C Shares
will convert) 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 thew Issue. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Deutsche Numis and JPMC 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 C Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the C Shares (and the Ordinary Shares into which the
C Shares will convert) and determining appropriate distribution channels.
Appendix I
RISK FACTORS
An investment in the Company carries a number of risks including (without
limitation) the risk that the entire investment may be lost. The following
specific factors should be considered when deciding whether to make an
investment in the Company.
The risks set out below are those which are considered to be the material
risks relating to an investment in the Company but are not the only risks
relating to the Company.
An investment in the Company is suitable for institutional investors,
professional investors, high net worth investors, professionally advised
private investors and retail investors seeking capital growth from exposure to
a portfolio of investments in SpaceTech businesses. Investors should
understand the risks and merits of such an investment and have sufficient
resources to be able to bear any losses (which may equal up to the whole
amount invested) that may result from such an investment. Furthermore, an
investment in the Company should constitute part of a diversified investment
portfolio. Additional risks and uncertainties of which the Company is
presently unaware or that the Company currently believes are immaterial may
also adversely affect its business, financial condition, results of operations
or the value of the Shares.
1 Risks relating to the Company, its investment
strategy and operations
The Company may not meet its investment objective or return objective
The Company may not achieve its investment objective. Meeting the investment
objective is a target but the existence of such an objective should not be
considered as an assurance or guarantee that it can or will be met.
The Company's investment objective is to provide Shareholders with capital
growth over the long-term. There is no guarantee that the Company will achieve
the stated target total return referred to in this Announcement and therefore
achieve its return objective.
The Company's targeted returns are averages of long-term performance based on
estimates and assumptions that are inherently subject to significant
uncertainties and contingencies, and the actual rate of return may be
materially lower than the targeted returns
The Company's target total return set out in this Announcement is a long-term
target only (and, for the avoidance of doubt, is not a profit forecast). There
can be no assurance that the Company will meet this target on an annual basis,
or any other level of return. The Company may not be able to implement its
investment objective and investment policy in a manner that generates returns
in line with its targets.
Although the target total return figure is presented as a specific figure in
this Announcement, the actual returns achieved by the Company's investment
portfolio may vary from the target total return and these variations may be
material. The target total return figure is based on the Investment Manager's
assessment of appropriate expectations for returns, averaged over a five-year
period, on the investments that the Company has made and proposes to make and
the ability of the Investment Manager to enhance the return generated by those
investments through active asset management. There can be no assurance that
these assessments, expectations and assumptions will be proved correct and
failure to achieve any or all of them may materially adversely impact the
Company's ability to achieve the target total return.
The target total return figure is based on estimates and assumptions about a
variety of factors including, without limitation, purchase price, yield and
performance of the Company's investments, which are inherently subject to
significant business economic and market uncertainties and contingencies, all
of which are beyond the Company's control and which may adversely affect the
Company's ability to achieve its targeted returns. In particular, the
Company's stated target total return assumes no material changes occur in
government regulations or other policies, or in law and taxation. There is no
guarantee that actual (or any) returns can be achieved at or near the levels
set out in this Announcement. Accordingly, the actual rate of return achieved
may be materially lower than that targeted, or may result in a partial or
total loss, which could have a material adverse effect on the Company's
profitability the NAV and the price of the Shares.
The past performance of the Company, of the Investment Manager and its
affiliates or other funds managed or advised by them cannot be relied upon as
an indicator of the future performance of the Company. Total returns will be
dependent upon the Company successfully pursuing its investment objective and
investment policy. There can be no assurance that the Investment Manager will
be able to invest the Company's assets on attractive terms or generate any
investment returns for Shareholders or indeed avoid investment losses.
The Company's due diligence may not identify all risks and liabilities in
respect of an investment
Prior to the Company entering into an agreement to acquire an investment in a
company, the Investment Manager, on behalf of the Company, will perform due
diligence on the company concerned. There can be no assurance, however, that
any due diligence examinations will reveal all of the risks associated with an
investment in that company, or the full extent of such risks. To the extent
that the Investment Manager underestimates or fails to identify risks and
liabilities associated with the company in question, this may have a material
adverse effect on the Company's profitability the NAV and the price of the
Shares.
A due diligence failure may also result in investments failing to perform in
accordance with projections, which may have a material adverse effect on the
Company's ability to achieve its targeted returns.
Even where the Investment Manager has been able to identify relevant risks and
liabilities associated with a potential investment through the due diligence
process, the contractual protections in the investment documentation may not
be sufficient to protect the Company from such risks and liabilities. As a
consequence, the Company may be affected by or exposed to risks against which
it has insufficient or no protection or available remedies which may have a
material adverse effect on the Company's financial condition, business,
prospects and results of operations.
Disruption
The success of the Company could be significantly impacted by catastrophic
events around the world and in Space. Catastrophic events, such as fires
earthquakes, explosions, hurricanes, floods, severe storms, acts of God,
pandemics or other occurrences including climate change, terrorism or war,
widespread power blackouts, solar phenomena, orbital collisions as well as
other events that are beyond the control of the Company and the Investment
Manager, could interrupt the operations of the Company or its portfolio
companies. Other geopolitical issues such as energy or supply chain
disruptions, new restrictive trade practices affecting international freedoms
to operate, government spending delays and constraints, trade tariffs and
exceptional fiscal events, together with targeted disruptions such as
cyber-attacks, could also interrupt the operations of the Company, its
third-party service providers or its portfolio companies. If a major loss
were to occur with respect to an investment, this may lead to volatility in
the trading price of the Shares and cause the Company's results for a
particular period not to be indicative of its performance in a future period
and this may materially adversely affect the performance of the Company, the
NAV, the Company's earnings and returns to Shareholders.
Risks relating to the disposition of investments
In connection with the disposition of an investment in a portfolio company,
the Company may be required to make representations about the business and
financial affairs of such company typical of those made in connection with the
sale of a business. The Company may be required to indemnify the purchasers of
such investment to the extent that any such representations are inaccurate.
These arrangements may result in the incurrence of contingent liabilities.
As the Company's private company investments are illiquid and its investments
may have restrictions on sale or transfer of shares, the Company may be unable
to realise investments at short notice or at all and/or the price achieved on
any realisation may be at a material discount to the prevailing valuation
which may impact the NAV and returns to Shareholders.
Cash management and delays in deployment of the net Issue proceeds
The Company has not entered into any legally binding contractual arrangements
to acquire any investments. There can therefore be no assurance as to how long
it will take for the Company to invest the net Issue proceeds. Even where the
Investment Manager has identified and approved an investment in line with the
Company's investment objective and investment policy it may encounter a number
of delays before the investment is finally acquired. These delays may arise as
a result of, inter alia, conducting full and proper due diligence on the
investment and proceeding to completion of the acquisition.
While the Company may be able to utilise pre-emption rights in existing
portfolio companies, such rights may not guarantee there will be sufficient
allocation of available shares in portfolio companies to achieve the
anticipated rate of deployment of the net Issue proceeds.
In addition, the Company will also face competition from other investors in
identifying and acquiring suitable investments and obtaining sufficient
allocations in those new companies. Competitors may have greater financial
resources than the Company and a greater ability to raise equity or borrow
funds to acquire investments.
Failure by the Company to invest the net Issue proceeds in a timely manner
could have an adverse effect on the Company's results of operations and cash
flows, the ability of the Company to achieve the stated target total return
referred to in this Announcement and on the market value of the C Shares.
It is expected that the Company will hold a sufficient amount of its gross
assets in cash or cash equivalent investments, for the purpose of making
follow-on investments in accordance with the Company's investment policy and
to manage the working capital requirements of the Company. Accordingly, the
Company will have uninvested cash attributable to the Ordinary Shares in
addition to the C Shares. This may affect opportunities to increase the Net
Asset Value. Any material cash or cash equivalent holdings may have an adverse
impact on the Company's financial position results of operations and returns
to investors.
As all of the C Shares must convert into Ordinary Shares within 18 months of
Admission, irrespective of whether the net Issue proceeds have been
substantially invested, such conversion may result in an increase in the
percentage of uninvested cash attributable to the Ordinary Shares.
Control over portfolio companies
It is expected that the Company will hold primarily minority, non-controlling
interests in its investments and, therefore, may have a limited ability to
protect its position in such investments. As a non-controlling investor, the
Company may have relatively little ability to influence the operation of the
investee companies in which it invests and may have little control over the
timing and value of any exit.
In particular, investment documentation may contain certain minority
restrictions that may impact on the ability of the Company to have control
over its underlying investments and/or expose the Company to the risk that
other investors may individually or collectively act in a way that is contrary
to the Company's interests.
The Company is subject to the risk that the investee companies in its
portfolio may make business decisions with which it disagrees and which may
decrease the value of the Company's investment in that company or, in some
circumstances, cause reputational damage to the Company.
The foregoing factors may reduce the investment returns generated by portfolio
companies and have a material adverse effect on the Company's financial
position, results of operations and returns for investors.
In connection with the Company's investments, the Investment Manager may
negotiate the right to appoint a member (or observer) to a portfolio company's
board of directors. Although such positions in certain circumstances may be
important to the Investment Manager's investment strategy and may enhance the
Investment Manager's ability to manage the Company's investments, they could
result in the board representative being named as a defendant in litigation,
including claims of breach of duty of duty and other director-related claims
which may have an adverse effect on the Investment Manager's ability to manage
any such investment. These positions may also impair the Investment Manager's
ability to sell the related securities when, and upon the terms, it may
otherwise desire. Typically, portfolio companies will have insurance to
protect directors and officers but this insurance may be inadequate. The
Company may, pursuant to the Investment Management Agreement, be required to
indemnify the Investment Manager and its principals for liabilities incurred
in connection with operations of the Company, including liabilities arising
from such claims.
Investment in equity securities
The Company may have holdings of publicly quoted equity securities. Equity
securities are subject to risks associated with such investments, including
fluctuations in market prices, adverse issuer or market information and the
fact that equity securities are subordinate in the right of payment to other
corporate securities, including debt securities. The value of these securities
varies with the performance of the respective issuers and movements in equity
markets generally. As a result, the Company may suffer losses if it invests in
equity securities of issuers where performance falls below market expectations
or if equity markets in general decline or the Company has not successfully
hedged against such a general decline.
Liquidity of investments
The Company invests a significant proportion of its assets in securities that
are not readily tradable, which may make it difficult for the Company to sell
its investments and may lead to volatility in the market price of the Shares.
Investments made by the Company predominantly comprise unquoted interests in
portfolio companies which are not publicly traded or freely marketable and a
sale will be conditional on the prevailing mergers and acquisition conditions
and may require the consent or cooperation of other interested parties.
Investments that are traded on a public exchange may be small companies by
market capitalisation and therefore have a more limited secondary market than
the securities of larger companies.
Such investments may therefore be difficult to value and realise. Such
realisations may involve significant time and cost and/or result in
realisations at levels below the value of such investments estimated by the
Company.
Changes in laws or regulations governing the Company's operations may
adversely affect the Company's business
The Company is subject to laws and regulations enacted by national and local
governments. In particular, the Company is required to comply with certain
regulatory requirements that are applicable to listed closed-ended investment
companies. The Company must comply with the UK Listing Rules, the Public
Offers and Admissions to Trading Regulations, the Disclosure Guidance and
Transparency Rules, the UK Market Abuse Regulation and the rules of the London
Stock Exchange.
Any change in the law and regulation affecting the Company may have a material
adverse effect on the ability of the Company to carry on its business and
successfully pursue its investment policy and on the value of the Company and
the Shares. In such event, the investment returns of the Company may be
materially adversely affected.
Unsuccessful transaction costs may adversely affect the Company's business,
financial condition, results of operations and prospects
The Company and the Investment Manager expect to incur significant time and
costs in connection with potential investments, including in relation to due
diligence, negotiating transaction documentation and legal and accounting
costs. Where prospective investments do not proceed to completion, those costs
incurred may adversely affect the Company's business, financial condition,
results of operations and prospects.
Risks associated with borrowings
The Company may, from time to time, use borrowings for the purpose of bridging
investments, to manage its working capital requirements or for efficient
portfolio management purposes The use of borrowings could enhance the total
return on the Shares where the return on the Company's investment portfolio
exceeds the cost of borrowing but will have the opposite effect where the
return on the Company's investment portfolio is lower than the cost of
borrowing. The use of borrowings by the Company may increase the volatility of
the NAV per Share.
To the extent that a fall in the value of the Company's investments causes
gearing to rise to a level that is not consistent with the Company's borrowing
policy or loan covenants, the Company may have to sell investments in order to
reduce borrowings. Such investments may be difficult to realise and therefore
the market price which is achievable may give rise to a significant loss of
value compared to the book value of the investments, as well as a reduction in
income from investments.
The Company will pay interest on any borrowings. As such, the Company will be
exposed to interest rate risk due to fluctuations in the prevailing market
rates to the extent that it has borrowed funds outstanding.
Currency, interest rate and hedging risks
The Company's reporting currency and Share price quotation are in sterling.
However, the Company makes investments denominated in currencies other than
sterling, including dollars. In addition, an element of the income from the
Company's investments is generated in currencies other than sterling. Foreign
exchange movements may adversely affect the value of investments made in
currencies other than sterling.
The Company may hedge currency risk in respect of its portfolio if the Board
so determines. Any such hedging may include the use of foreign currency
borrowings to finance foreign currency assets and derivatives including
forward foreign exchange contracts. The Company will not engage in currency
trading for speculative purposes. The Company will review its hedging strategy
on a regular basis.
There can be no assurance that any hedging can be performed effectively;
hedging may also be costly and may reduce the Company's earnings and returns
to Shareholders. Furthermore, hedging arrangements may result in counterparty
risk and losses in the event of the default or bankruptcy of a counterparty.
Prospective investors should be aware that currency derivatives designed to
provide currency hedging may not perfectly hedge the cash flows of the
underlying investments. This may result in differences between the value of
any such investments and the hedge that relates to it.
Where currency derivatives are used and the reference exchange rate moves
significantly from the rate prevailing at the time the particular contract was
entered, the Company may be required to deliver a payment, known as "margin",
to the counterparty to collateralise the negative value of a hedging
instrument. Depending on the resources available to the Company, its ability
to deliver margin may be constrained and may require the Company to sell
investments.
Continuation vote
An ordinary resolution proposing that the Company continue in existence as an
investment company is required to be proposed at the annual general meeting of
the Company to be held in 2026 and, if passed, every five years thereafter. If
such a resolution were not passed, the Directors would be required to put
forward proposals to the effect that the Company be wound up, liquidated,
reconstructed or unitised.
2 Risks relating to venture capital investment
Early-stage companies and smaller capitalisation companies have a higher risk
profile than larger and more established companies
The Company invests its assets in, and has a long-term focus on, SpaceTech
businesses that are in their early stages which, by their nature, may be
smaller capitalisation companies. Such companies can be expected to have less
mature businesses, a more restricted depth of management and a higher risk
profile than larger and more established companies. As smaller capitalisation
companies often do not have the financial strength, diversity and resources of
larger and more established companies, they may find it more difficult to
operate successfully, especially in periods of low economic growth. The risk
of bankruptcy of such companies is generally higher and it can be more
challenging to access publicly available information in respect of such
companies. Early-stage companies and smaller capitalisation companies are more
likely to depend on the management talents of a founder or small group of
persons and, if any such persons were to cease to be involved in the
management or support of the relevant company, this could have a material
adverse impact on their businesses and prospects and the value of the
investments in them made by the Company.
The types of investments that the Company makes involve a high degree of risk.
Early-stage and growth-stage companies often experience unexpected problems in
the areas of product development, manufacturing, marketing, financing and
general management which, in some cases, cannot be adequately solved. The
percentage of such companies that survive and prosper can be small.
Valuation risk
The Company's investments include securities and other interests that are very
thinly traded, for which no market exists or which are restricted as to their
transferability under applicable laws and/or the relevant investment
documentation. Whilst the valuations of the Company's investments are on the
basis of fair value in accordance with the International Private Equity and
Venture Capital Valuation Guidelines, these investments are very difficult to
value accurately. Such valuations are subject to a range of uncertainties and
involve the Investment Manager exercising judgement.
All valuations made by or on behalf of the Company are made, in part, on
valuation information provided by investee companies and the Company and the
Investment Manager may not be in a position to confirm the completeness,
genuineness or accuracy of such information or data. In addition, such
financial reports are typically provided on a periodic basis and generally are
issued a number of months after their respective valuation dates.
Consequently, each periodic Net Asset Value will contain information that may
be out of date and that requires updating and completing. Shareholders should
bear in mind that the actual Net Asset Values may be materially different from
and may be lower than these periodic valuations and that the reported Net
Asset Values of the Company are only required to be audited annually.
There can be no guarantee that the basis of calculation of the value of the
Company's investments used in the valuation process will reflect the actual
value achievable on realisation of those investments. This may lead to
volatility in the valuation of the Company's portfolio and, as a result,
volatility in the price of the Shares.
Need for further investment
The Company may require additional capital in the future for potential
follow-on investments in existing investee companies. If the Company is not
able to obtain additional capital on acceptable terms, or at all, or does not
have sufficient liquid resources to participate in subsequent funding rounds,
this may mean that the Company will not be able to participate in subsequent
funding rounds carried out by portfolio companies which would result in the
interest which the Company holds in such businesses being diluted and could
result in the bankruptcy of the portfolio company which may have a material
adverse effect on the Company's financial position results of operations and
returns for investors.
Portfolio concentration
The performance of the Company may be linked to a small number of portfolio
companies. There is a risk that the performance and valuation of a few
portfolio companies leads to concentration risk in the Company's portfolio.
3 Risks relating to investment in SpaceTech businesses
Regulations and enhanced scrutiny
Recent developments and the changing paradigm of Space commercialisation, from
being dominated by government programmes to being driven by the interests of
private companies, are a challenge for regulators. Regulation generally as
well as regulation more specifically addressed to the Space sector, including
tax laws, could increase the cost of acquiring, holding or divesting of
investments in portfolio companies, the profitability of enterprises and the
cost of operating the Company. There can be no assurance that any such
enhanced scrutiny will not have an adverse impact on the Company or not
otherwise impede the Company's activities.
As alternative asset managers have become more influential participants in
global financial markets and economy generally, and as the investment funds
industry and the reach of transactions consummated by its participants has
continued to grow, the industry has become subject to enhanced political,
governmental and regulatory scrutiny around the globe.
This enhanced oversight and regulation, and the need for significant
additional rulemaking by various governmental bodies, may create uncertainty
in the financial markets and, in particular, the private funds industry (such
as CIFIUS (the Committee on Foreign Investment in the United States) in the US
and National Security and Investment Act in the UK). Many of the regulators to
which the Company, the Investment Manager or their respective affiliates are
subject globally, including governmental agencies and self-regulatory
organisations, are empowered to conduct investigations and administrative
proceedings that can result in fines, suspensions of personnel or other
sanctions, including censure, the issuance of cease-and-desist orders or the
suspension or expulsion of applicable licenses or members. Even if an
investigation or proceeding did not result in a sanction or the sanction
imposed against the Company, the Investment Manager or their respective
affiliates were small in monetary amount, the adverse publicity relating to
the investigation, proceeding or imposition of these sanctions could harm the
Company, the Investment Manager or their respective affiliates' reputations
which may adversely affect the Company's investment performance by hindering
its ability to obtain favourable financing or consummate a potentially
profitable investment.
There is also a material risk that regulatory agencies in the United Kingdom,
Europe, the United States and beyond will continue to adopt burdensome new
laws or regulations (including tax laws or regulations), or change existing
laws or regulations, or enhance the interpretation or enforcement of existing
laws and regulations, at the local and the global economy level. Any such
events or changes could occur and may adversely affect the Company's ability
to operate and/or pursue its investment strategies. Such risks are often
difficult or impossible to predict avoid or mitigate in advance.
Regulation generally as well as regulation more specifically addressed to the
funds and investment industry, including tax laws and regulation, could
increase the cost of acquiring, holding or divesting of investments in
portfolio companies, the profitability of enterprises and the cost of
operating the Company. There can be no assurance that any such enhanced
scrutiny will not have an adverse impact on the Company or not otherwise
impede the Company's activities.
Risks inherent in investment in SpaceTech businesses
Venture capital investment into SpaceTech businesses remains a relatively new,
largely unproven investment category. The changes in business models of
companies operating within the Space sector precipitated by the advent of low
cost, miniaturised satellites have generally not yet been fully validated. The
future success of many SpaceTech businesses, including those in which the
Company invests, is reliant upon the anticipated expansion of existing and/or
development of entirely new market opportunities within the Space market which
may or may not materialise.
Furthermore, the capital-intensive nature of many SpaceTech businesses will
likely result in many of the Company's portfolio companies requiring more
capital than the Company is capable of financing in its own capacity.
Consequently, the Company will be dependent on the ongoing appetite for
non-sector specific investors to continue investing in SpaceTech businesses.
Although the Company will maintain a diversified portfolio of investments with
a view to spreading investment risk, all of the Company's assets will be
invested in or exposed to SpaceTech businesses. Consequently, any downturn in
the SpaceTech sector and its economy or regulatory changes impacting the
sector, could have a material adverse effect on the Company's results of
operations or financial condition.
Technology and commercialisation risks
The value of the Company's investments in portfolio companies may decline if
the portfolio companies are not able to commercialise their technology,
products, business concepts or services. Additionally, although some of the
Company's portfolio companies may already have a commercially successful
product or product line at the time of the Company's investment,
technology-related products and services often have a more limited market or
life span than products in other industries. Thus, the ultimate success of
these companies often depends on their ability to innovate continually in
increasingly competitive markets. If they are unable to do so, the Company's
investment returns could be adversely affected.
The Company's portfolio companies may be unable to acquire or develop
successful new technologies and the intellectual property they currently hold
may not remain viable. Even if the Company's portfolio companies are able to
develop commercially viable products, the market for new products and services
is highly competitive and rapidly changing. Neither the Company nor its
portfolio companies will have any control over the pace of technology
development. Commercial success is difficult to predict and the marketing
efforts of the Company's portfolio companies may not be successful.
A failure by any portfolio company to commercialise its technology, products,
business concepts or services or otherwise meet its business objectives may
result in that portfolio company's valuation being reduced, potentially
resulting in a 100% write off and therefore impact the NAV and returns to
Shareholders.
4 Risks relating to service providers
The Company is dependent on the expertise of the Investment Manager and its
key personnel to evaluate investment opportunities and to assist in the
implementation of the Company's investment objective and investment policy
The Company is reliant upon, and its success depends on, the Investment
Manager and its personnel, services, market intelligence, relationships and
expertise.
The ability of the Company to successfully pursue its investment objective and
investment policy may, among other things, depend on the ability of the
Investment Manager to retain its existing staff and/or to recruit individuals
of similar experience and calibre. The retention of key members of the team
cannot be guaranteed. In the event of a departure of a key employee of the
Investment Manager, there is no guarantee that the Investment Manager would be
able to recruit a suitable replacement or that any delay in doing so would not
adversely affect the performance of the Company.
The Company is subject to the risk that the Investment Management Agreement
may be terminated and that no suitable replacement will be found. If the
Investment Management Agreement is terminated and a suitable replacement is
not secured in a timely manner or key personnel of the Investment Manager are
not available to the Company with an appropriate time commitment, the ability
of the Company to execute its investment objective and investment policy may
be materially adversely affected.
The Company has no employees and is reliant on the performance of third-party
service providers
The Company has no employees and the Directors have all been appointed on a
non-executive basis. Whilst the Company has taken all reasonable steps to
establish and maintain adequate procedures, systems and controls to enable it
to comply with its obligations, the Company is reliant upon the performance of
third-party service providers for certain of its executive functions. In
particular, the Investment Manager, the Administrator, the Depositary and the
Registrar perform services which are integral to the operation of the Company,
such as the calculation of the Company's NAV, the preparation of the Company's
financial statements and the safekeeping of the Company's investments. Failure
by any service provider to carry out its obligations to the Company in
accordance with the terms of its appointment could have a materially
detrimental impact on the operation of the Company and potentially expose the
Company to regulatory penalties, reputational damage or even impact the value
of the Company's investments, causing losses for the Company.
The Investment Manager and its affiliates provide services to other clients
which could compete directly or indirectly with the activities of the Company
and the Investment Manager may be subject to conflicts of interest in respect
of its activities on behalf of the Company
The Investment Manager and its affiliates are involved in other activities
which may on occasion give rise to conflicts of interest with the Company In
particular: (i) the Investment Manager or its affiliates manage and/or advise
other funds or entities and may provide investment management, investment
advisory or other services in relation to these funds, future funds or
entities which may have similar investment policies to that of the Company;
(ii) the Investment Manager and its affiliates may carry on investment
activities for their own accounts and for other accounts in which the Company
has no interest; and (iii) the Investment Manager and its affiliates may give
advice and recommend investments to other managed accounts or investment funds
which may differ from advice given to, or investments recommended or bought
for, the Company, even though their investment policies may be the same or
similar. If these conflicts of interest are managed to the detriment of the
Company by the Investment Manager, they could materially and adversely affect
the performance of the Company.
The Investment Manager may, from time to time, cause the Company to invest
alongside other entities, purchase investments from other entities and/or
cause the Company to sell all or a portion of investments to other entities.
The appropriate allocation between the Company and any other entities of
expenses and fees generated in the course of evaluating investments which are
not consummated, such as out-of-pocket fees associated with due diligence,
legal fees and the fees of other professionals, will be determined by the
Investment Manager in good faith in accordance with its policies and
procedures. The Investment Manager believes that the significant investment of
its key personnel in the Company, as well as the Investment Manager's interest
in the performance fee payable under the Investment Management Agreement, will
operate to align, to some extent, the interest of the Investment Manager with
the interest of Shareholders, although the Investment Manager has or may have
economic interests in such other investment funds and investments as well and
receive management fees and carried interests relating to these interests. In
the event the Company and any other entities invest at the same, different or
overlapping levels of a portfolio company's capital structure, or hold
different securities (including with respect to their relative seniority, and
whether such securities are purchased contemporaneously or otherwise), the
Investment Manager and its affiliates may be presented with decisions where
there is a potential for conflicts of interest in determining the terms of
each such investment. There can be no assurance that any such conflict can be
resolved in a manner that is beneficial to the Company, and actions may be
taken that are adverse to the Company.
5 Risks relating to taxation
Risks associated with the inability to maintain investment trust status
It is the intention of the Directors to conduct the affairs of the Company so
as to continue to satisfy the conditions for approval of the Company as an
investment trust under Chapter 4 of Part 24 of the Corporation Tax Act 2010. A
failure to maintain HMRC approval as an investment trust, including as a
result of a change in tax law or practice, could result in the Company not
being able to benefit from the current exemption for investment trusts from UK
tax on chargeable gains and could affect the Company's ability to provide
returns to Shareholders. It is not possible to guarantee that the Company will
remain a company that is not a close company for UK tax purposes, which is a
requirement to obtain and maintain its status as an investment trust, as the
Shares are freely transferable.
Changes in taxation legislation or practice may adversely affect the Company
and the tax treatment for Shareholders investing in the Company
Changes in taxation legislation or practice, whether in the UK or elsewhere,
could affect the value of the investments held by the Company, affect the
Company's ability to provide returns to Shareholders, and affect the tax
treatment for Shareholders of their investments in the Company (including
rates of tax and availability of reliefs)
6 Risks relating to the Shares
An investment in the Shares carries certain general risks associated with an
investment in investment companies
The value of an investment in the Company may go down as well as up and an
investor may not get back the amount invested.
The market price of the Shares, like shares in all investment companies, may
fluctuate independently of their underlying NAV and may trade at a material
discount or a premium at different times, depending on factors such as supply
and demand for the Shares, market conditions and general investor sentiment.
There can be no guarantee that any discount control policy will be successful
or capable of being implemented. The market price of a Share may therefore
vary considerably from its NAV.
It may be difficult for Shareholders to realise their investment and there may
not be a liquid market in the Shares
The price at which the Shares trade and the price at which investors may
realise their investment is influenced by a large number of factors some
specific to the Company and its investments and some which may affect
companies generally. Admission should not be taken as implying that there will
be a liquid market for the Shares. Consequently, the market price may be
subject to greater fluctuation on small volumes of trading of Shares and the
Shares may be difficult to sell at a particular price.
There can be no guarantee that a liquid market in the Shares will exist or
that the Shares will trade at prices close to their underlying NAV.
Accordingly, Shareholders may be unable to realise their investment at such
NAV or at all.
There may be a limited number of holders of Shares. Limited holders of Shares
may mean that there is limited liquidity in the Shares which may affect: (i)
an investor's ability to realise some or all of his investment; and/or (ii)
the price at which such investor can realise their investment; and/or (iii)
the market price of the Shares.
Risks relating to Conversion
If any Conversion would result in the number of Ordinary Shares arising being,
over a rolling 12-month period, more than 100% of the Ordinary Shares already
admitted to trading, the Company would be required to publish a prospectus
prior to such Conversion which may impact the timing of Conversion and result
in additional costs for the Company.
The Shares are subject to certain provisions that may cause the Board to
require the transfer of Shares
Although the Shares are freely transferable, there are certain circumstances
in which the Board may, under the Articles and subject to certain conditions,
compulsorily require the transfer of the Shares.
Appendix II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, ANY MEMBER STATE OF THE EEA (OTHER
THAN ANY EEA MEMBER STATE WHERE THE SHARES ARE LAWFULLY MARKETED) AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL (THE "RESTRICTED JURISDICTIONS").
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A
SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR C SHARES IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL INCLUDING, WITHOUT
LIMITATION, ANY RESTRICTED JURISDICTION.
THIS APPENDIX IS DIRECTED ONLY AT PERSONS WHO ARE "INVESTMENT PROFESSIONALS"
FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ONLY RELEVANT
PERSONS MAY PARTICIPATE IN THE PLACING AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS.
THE C SHARES ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN ANY EEA MEMBER
STATE, OTHER THAN TO PERSONS WHO ARE BOTH (I) "QUALIFIED INVESTORS" AS DEFINED
IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AND (II) PERSONS TO WHOM THE C
SHARES MAY BE LAWFULLY MARKETED UNDER THE EU ALTERNATIVE INVESTMENT FUND
MANAGERS DIRECTIVE (NO. 2011/ 61/EU) (THE "AIFM DIRECTIVE") OR THE APPLICABLE
IMPLEMENTING LEGISLATION (IF ANY) OF THE EEA MEMBER STATE IN WHICH SUCH PERSON
IS DOMICILED OR IN WHICH SUCH PERSON HAS A REGISTERED OFFICE.
The Company has not been and will not be registered under the US Investment
Company Act of 1940, as amended (the "US Investment Company Act"), and
investors will not be entitled to the benefits of the US Investment Company
Act. The C Shares (and the Ordinary Shares into which the C Shares will
convert) have not been and will not be registered under the US Securities Act
of 1933, as amended (the "US Securities Act"), or with any securities
regulatory authority of any state or other jurisdiction of the United States,
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") or to, or for the
account or benefit of, any US person (''US Person'') as defined in Regulation
S under the US Securities Act (''Regulation S") except pursuant to an
exemption from, or in a transaction not subject to, registration under the US
Securities Act and in a manner which would not require the Company to register
under the Investment Company Act. The Placing is being made outside the United
States to persons who are not US Persons in reliance on the exemption from the
registration requirements of the US Securities Act provided by Regulation S.
The C Shares (and the Ordinary Shares into which the C Shares will convert)
have not been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory authority in
the United States nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal offence in the
United States.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO ANY LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF A PURCHASE OF SHARES. THE DISTRIBUTION OF THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE
POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
All offers of C Shares in the United Kingdom or the EEA will be made pursuant
to an exemption from the requirement to produce a prospectus.
This Announcement should be read in its entirety. In particular, any Placee
should read and understand the information provided in Appendix I (Risk
Factors).
1 Introduction
1.1 Each Placee which confirms its agreement to Deutsche
Numis and/or JPMC (whether orally or in writing) to subscribe for C Shares
under the Placing will be bound by these terms and conditions and will be
deemed to have accepted them
1.2 These terms and conditions apply to persons making an
offer to subscribe for C Shares under the Placing. The Placee hereby agrees
with the Joint Bookrunners and the Company to be bound by these terms and
conditions as being the terms and conditions upon which the C Shares will be
sold under the Placing. A Placee shall, without limitation, become so bound if
a Joint Bookrunner confirms its allocation of C Shares under the Placing to
such Placee.
1.3 No prospectus or other offering document has been or
will be submitted to be approved by the FCA in relation to the Placing, the
Shares or Admission and Placees' commitments will be made solely on the basis
of their own assessment of the Company and the Shares based on the information
contained in this Announcement and any Publicly Available Information.
Each Placee, by participating in the Placing, confirms that it has neither
received nor relied on information (other than this Announcement and the
Publicly Available Information), representation, warranty or statement made by
or on behalf of Deutsche Numis and/or JPMC and/or the Company or any other
person and none of Deutsche Numis and/or JPMC and/or the Company nor any other
person acting on such person's behalf nor any of their respective affiliates
has or shall have any responsibility or liability for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). Each Placee acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of the Company
in accepting a participation in the Placing.
No Placee should consider any information in this Announcement to be legal,
financial, tax or business advice.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
1.4 Upon being notified of its allocation of C Shares under
the Placing, a Placee shall be contractually committed to acquire the number
of C Shares allocated to it at the Issue Price and, to the fullest extent
permitted by law, will be deemed to have agreed not to exercise any rights to
rescind or terminate or otherwise withdraw from such commitments.
1.5 The Company and/or Deutsche Numis and/or JPMC may
require any Placee to agree to such further terms and/or conditions and/or
give such additional warranties and/or representations as it/they (in
its/their absolute discretion) see(s) fit and/or may require any such Placee
to execute a separate placing letter (a "Placing Letter"). These terms will,
where applicable, be deemed to be incorporated into that Placing Letter.
1.6 Subject to the foregoing paragraph, the commitment to
acquire C Shares under the Placing will be agreed orally with Deutsche Numis
and/or JPMC as agent for the Company and may be further evidenced in a
contract note ("Contract Note") or oral or email placing confirmation
("Placing Confirmation"). That oral confirmation will constitute an
irrevocable, legally binding commitment upon that person (who at that point
will become a Placee) in favour of the Company and either Deutsche Numis or
JPMC to subscribe for the number of C Shares allocated to it at the Issue
Price on these terms and conditions and, as applicable, the Contract Note or
Placing Confirmation and in accordance with the Articles in force at the date
of Admission. Except with the consent of Deutsche Numis or JPMC, such oral
commitment will not be capable of variation or revocation after the time at
which it is made.
2 Agreement to acquire C Shares
2.1 A Placee agrees to become a member of the Company and
agrees to subscribe for those C Shares allocated to it at the Issue Price,
conditional on (amongst other things):
2.1.1 the Placing Agreement becoming unconditional in respect of
the Placing (save for any condition relating to Admission) and not having been
terminated in accordance with its terms prior to Admission;
2.1.2 the Company having in place sufficient authorities to allot
and issue such C Shares; and
2.1.3 Admission becoming effective by not later than 8.00 a.m. on
12 May 2026 (or such later date as Deutsche Numis, JPMC and the Company may
agree, being not later than 30 September 2026).
2.2 If any of the relevant conditions set out in the Placing
Agreement is not fulfilled or, where permitted, waived in accordance with the
Placing Agreement, or the Placing Agreement is terminated in accordance with
its terms, the Placing will lapse and the Placee's rights and obligations
shall cease and terminate at such time and each Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose behalf the
Placee is acting) in respect thereof.
2.3 The Company (after consultation with Deutsche Numis and
JPMC) reserves the right to scale back the number of C Shares subscribed by
any Placee in the event of an oversubscription in the Placing. The Company,
Deutsche Numis and JPMC also reserve the right not to accept offers to
subscribe for C Shares or to accept such offers in part rather than in whole.
2.4 To the fullest extent permitted by law, each Placee
acknowledges and agrees that it will not be entitled to exercise any remedy of
rescission at any time. This does not affect any other rights the Placee may
have.
2.5 Each Placee agrees to indemnify on demand and hold each
of the Company, Deutsche Numis and JPMC and their respective affiliates
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
the acknowledgements, undertakings, representations, warranties and agreements
set forth in these terms and conditions.
3 Payment for C Shares
3.1
A11 5.1.8
Each Placee undertakes to pay the Issue Price for the C Shares issued to the Placee in the manner and by the time directed by Deutsche Numis and/or JPMC. If any Placee fails to pay as so directed and/or by the time required, the relevant Placee's application for C Shares may, at the discretion of Deutsche Numis and/or JPMC, either be rejected or accepted and, in the latter case, paragraph 3.2 of these terms and conditions shall apply.
3.2 Each Placee is deemed to agree that if it does not
comply with its obligation to pay the Issue Price for the C Shares allocated
to it in accordance with paragraph 3.1 of these terms and conditions and
Deutsche Numis and/or JPMC elects to accept that Placee's application, the
relevant Placee shall be deemed hereby to have irrevocably and unconditionally
appointed Deutsche Numis and/or JPMC, as applicable, or any nominee of
Deutsche Numis or JPMC as its agent to use its reasonable endeavours to sell
(in one or more transactions) all or any of the C Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for Deutsche
Numis's and/or JPMC's own account and profit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The Placee will, however,
remain liable and indemnify Deutsche Numis, JPMC and their respective
affiliates for any shortfall below the aggregate amount owed by such Placee
and it may be required to bear any tax (including stamp duty and/or stamp duty
reserve tax) or any other liability whatsoever (together with any interest or
penalties) which may arise upon the sale of such C Shares on such Placee's
behalf.
4 Representations, warranties, acknowledgements and
undertakings
By agreeing to subscribe for C Shares under the Placing, each Placee which
enters into a commitment with Deutsche Numis or JPMC to subscribe for such C
Shares will (for itself and any person(s) procured by it to subscribe for C
Shares and any nominee(s) for any such person(s)) be deemed to represent,
warrant, acknowledge and undertake to each of the Company, Deutsche Numis and
JPMC that:
4.1 it has read and understood this Announcement in its
entirety and that its participation in the Placing and its acquisition of the
C Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements, agreements and
undertakings and other information contained herein (together with any such
further terms and conditions that may be agreed between Deutsche Numis and/or
JPMC and the Placee) and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements made at any
time by any person in connection with Admission, the Placing, the Company, the
Shares or otherwise, other than the information contained in this Announcement
and the Publicly Available Information;
4.2 it has not received (and will not receive) a prospectus
or other offering document in connection with the Placing or the C Shares and
acknowledges that no prospectus or other offering document is required under
applicable law;
4.3 if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to subscribe for C Shares under
the Placing, it warrants that it has 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 its application in any such territory or jurisdiction and that
it has not taken any action or omitted to take any action which will or might
reasonably be expected to result in the Company, Deutsche Numis or JPMC or any
of their respective officers, agents, members, employees or affiliates 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 Placing;
4.4 it acknowledges that it is acquiring C Shares on the
terms and subject to the conditions set out herein and, as applicable, in the
Contract Note, Placing Confirmation or Placing Letter (if any) and the
Articles as in force at the date of Admission and agrees that in accepting a
participation in the Placing it has had access to all information it believes
necessary or appropriate in connection with its decision to subscribe for the
C Shares;
4.5 the price payable per C Share is payable to Deutsche
Numis or JPMC on behalf of the Company in accordance with these terms and
conditions and in the Contract Note or Placing Confirmation or Placing Letter;
4.6 it has the funds available to pay in full for the C
Shares for which it has agreed to subscribe and it will pay the total
subscription amount in accordance with these terms and conditions and as set
out in the Contract Note or Placing Confirmation or Placing Letter on the due
time and date;
4.7 it has the power and authority to subscribe for C Shares
under the Placing and to execute and deliver all documents necessary for such
subscription;
4.8 it has not relied on Deutsche Numis or JPMC or any
person affiliated with Deutsche Numis or JPMC in connection with any
investigation of the accuracy of any information published by the Company and
it has relied on its own investigation with respect to the C Shares (and the
Ordinary Shares into which such C Shares will convert) and the Company in
connection with its investment decision;
4.9 the content of this Announcement and the Publicly
Available Information has been prepared by and is the responsibility of the
Company (and such other persons specifically identified as accepting
responsibility therefor) and neither Deutsche Numis nor JPMC nor any person
acting on behalf of either one of them nor any of their respective affiliates
are responsible for or shall have any liability for any information,
representation or statement contained in, or omission from, this Announcement,
the Publicly Available Information or any other information published by or on
behalf of the Company and will not be liable for any decision by a Placee to
participate in the Placing based on any Publicly Available Information or
otherwise, provided that nothing in this paragraph excludes liability of any
such person for any fraudulent misrepresentation made by such person;
4.10 it acknowledges that no person is authorised in connection
with the Placing to give any information or make any representation other than
as contained in the Publicly Available Information and, if given or made, any
information or representation must not be relied upon as having been
authorised by the Company, Deutsche Numis or JPMC;
4.11 it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account for tax
under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased
rates referred to in section 67, 70, 93 or 96 of the Finance Act 1986
(depositary receipts and clearance services);
4.12 it accepts that none of the C Shares (nor any of the
Ordinary Shares into which the C Shares will convert) has been or will be
registered under the securities laws, or with any securities regulatory
authority of, the United States or any other Restricted Jurisdiction.
Accordingly, the C Shares may not be offered, sold, issued or delivered,
directly or indirectly, into or within the United States or any other
Restricted Jurisdiction unless an exemption from any registration requirement
is available;
4.13 if it is within the United Kingdom, it is a person who
falls within Articles 49(2)(a) to (d) or 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotions) Order 2005 or it is a person to whom
the C Shares may otherwise lawfully be offered under such Order and/or is a
person who is a "professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook or, if it is
receiving the offer in circumstances under which the laws or regulations of a
jurisdiction other than the United Kingdom would apply, it is a person to whom
the C Shares may be lawfully offered under that other jurisdiction's laws and
regulations;
4.14 it: (i) is entitled to subscribe for the C Shares under the
laws of all relevant jurisdictions; (ii) has fully observed the laws of all
relevant jurisdictions; (iii) has the requisite capacity and authority and is
entitled to enter into and perform its obligations as a subscriber for C
Shares and will honour such obligations; and (iv) has obtained all necessary
consents and authorities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto;
4.15 if it is a resident in the EEA: (a) it is a qualified
investor within the meaning of Article 2(3) of the EU Prospectus Regulation;
and (b) if that Relevant Member State has implemented the AIFMD, that it is a
person to whom the C Shares may lawfully be marketed under the AIFMD or under
the applicable implementing legislation (if any) of that Relevant Member
State;
4.16 in the case of any C Shares acquired by a Placee as a
financial intermediary within the EEA as that term is used in Article 5(1) of
the EU Prospectus Regulation: (i) the C Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State other than
qualified investors, as that term is defined in the EU Prospectus Regulation,
or in circumstances in which the prior consent of Deutsche Numis and/or JPMC
has been given to the offer or resale; or (ii) where C Shares have been
acquired by it on behalf of persons in any Relevant Member State other than
qualified investors, the offer of those C Shares to it is not treated under
the EU Prospectus Regulation as having been made to such persons;
4.17 it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is unlawful to
make or accept an offer of the C Shares and it is not acting on a
non-discretionary basis for any such person;
4.18 it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of FSMA)
relating to the C Shares in circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised person and
acknowledges and agrees that no documents are being issued by either Deutsche
Numis or JPMC in its capacity as an authorised person under section 21 of FSMA
and such documents may not therefore be subject to the controls which would
apply if they were made or approved as a financial promotion by an authorised
person;
4.19 it is aware of and acknowledges that it is required to
comply with all applicable provisions of FSMA with respect to anything done by
it in relation to the C Shares, in, from or otherwise involving the United
Kingdom;
4.20 it acknowledges that no action has been taken or will be
taken in any jurisdiction other than the United Kingdom that would permit a
public offering of the C Shares in any country or jurisdiction where action
for that purpose is required;
4.21 if it is outside the United Kingdom, no offering, marketing
or other material in connection with the Placing constitutes an invitation,
offer or promotion to, or arrangement with, it or any person whom it is
procuring to subscribe for C Shares pursuant to the Placing unless, in the
relevant territory, such offer, invitation or other course of conduct could
lawfully be made to it or such person and such documents or material could
lawfully be provided to it or such person and C Shares could lawfully be
distributed to and subscribed and held by it or such person without compliance
with any unfulfilled approval, registration or other regulatory or legal
requirements;
4.22 if the Placee is a natural person, such Placee is not under
the age of majority (18 years of age in the United Kingdom) on the date of
such Placee's agreement to subscribe for C Shares under the Placing and will
not be any such person on the date any such agreement to subscribe under the
Placing is accepted;
4.23 it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted any offering materials concerning the
Placing or the Shares to any persons within the United States or to any US
Persons , nor will it do any of the foregoing;
4.24 it represents, warrants, acknowledges and agrees to the
representations, warranties and undertakings as set out under the heading
"United States purchase and transfer restrictions" in paragraph 6 below;
4.25 it acknowledges that neither Deutsche Numis nor JPMC nor
any of their respective affiliates, nor any person acting on their behalf is
making any recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing or providing any
advice in relation to the Placing and participation in the Placing is on the
basis that it is not and will not be a client of Deutsche Numis or JPMC and
that neither Deutsche Numis nor JPMC has any duties or responsibilities to it
for providing the protections afforded to its clients or for providing advice
in relation to the Placing or in respect of any representations, warranties,
undertakings or indemnities otherwise required to be given by it in connection
with its application under the Placing;
4.26 it acknowledges that where it is subscribing for C Shares
for one or more managed, discretionary or advisory accounts, it is authorised
in writing for each such account: (a) to subscribe for the C Shares for each
such account; (b) to make on each such account's behalf the representations,
warranties and agreements set out herein; and (c) to receive on behalf of each
such account any documentation relating to the Placing in the form provided by
the Company and/or Deutsche Numis and/or JPMC. It agrees that the provision of
this paragraph shall survive any resale of the C Shares by or on behalf of any
such account;
4.27 it acknowledges that, save in the event of fraud on the
part of Deutsche Numis or JPMC or any person acting on Deutsche Numis's or
JPMC's behalf, neither Deutsche Numis nor JPMC nor their respective ultimate
holding companies nor any direct or indirect subsidiary undertakings of such
holding companies, nor any of their respective directors, members, partners,
officers and employees, shall be responsible or liable to a Placee or any of
its clients for any matter arising out of its role as Joint Bookrunner or
otherwise in connection with the Placing and that where any such
responsibility or liability nevertheless arises as a matter of law the Placee
and, if relevant, its clients, will immediately waive any claim against any of
such persons which the Placee or any of its clients may have in respect
thereof;
4.28 if it is acting as a "distributor" (for the purposes of
MIFID II Product Governance Requirements) in the UK pursuant to UK MiFID II:
4.28.1 it acknowledges that the Target Market Assessment undertaken by
Deutsche Numis and JPMC does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of UK MiFID II; 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 C Shares and each distributor is
responsible for undertaking its own target market assessment in respect of the
C Shares (or the Ordinary Shares into which the C Shares will convert) and
determining appropriate distribution channels;
4.28.2 notwithstanding any Target Market Assessment undertaken by
Deutsche Numis and JPMC, it confirms that, other than where it is providing an
execution-only service to investors, it has satisfied itself as to the
appropriate knowledge, experience, financial situation, risk tolerance and
objectives and needs of the investors to whom it plans to distribute the C
Shares and that it has considered the compatibility of the risk/reward profile
of such C Shares (or the Ordinary Shares into which the C Shares will convert)
with the end target market;
4.28.3 it acknowledges that the price of the C Shares (and the
Ordinary Shares into which the C Shares will convert) may decline and
investors could lose all or part of their investment; the C Shares (and the
Ordinary Shares into which the C Shares will convert) offer no guaranteed
income and no capital protection; and an investment in the C Shares (and the
Ordinary Shares into which the C Shares will convert) is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom; and
4.28.4 it agrees that, if so required by Deutsche Numis and/or JPMC,
it shall provide aggregate summary information on sales of the C Shares as
contemplated under rule 3.3.30(R) of the PROD Sourcebook and information on
the reviews carried out under rules 3.3.26(R) to 3.3.28(R) of the PROD
Sourcebook;
4.29 it irrevocably appoints any director of the Company or
Deutsche Numis or JPMC to be its agent and on its behalf (without any
obligation or duty to do so), to sign, execute and deliver any documents and
do all acts, matters and things as may be necessary for, or incidental to, its
subscription for all or any of the C Shares for which it has given a
commitment under the Placing, in the event of its own failure to do so;
4.30 it accepts that if the Placing does not proceed or the
conditions to the Placing Agreement are not satisfied or the C Shares for
which valid applications are received and accepted are not admitted to the
closed-ended listed funds category of the Official List and to trading on the
London Stock Exchange's main market for any reason whatsoever then neither
Deutsche Numis nor JPMC nor the Company, nor persons controlling, controlled
by or under common control with any of them nor any of their respective
employees, agents, officers, members, stockholders, partners or
representatives, shall have any liability whatsoever to it or any other
person;
4.31 it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof (together the "Money Laundering Legislation")
and, if making payment on behalf of a third party, that satisfactory evidence
has been obtained and recorded by it to verify the identity of the third party
as required by the Money Laundering Legislation;
4.32 in order to ensure compliance with the Money Laundering
Legislation, Deutsche Numis or JPMC (for itself and as agent on behalf of the
Company) or the Registrar may, in their absolute discretion, require
verification of its identity. Pending the provision to Deutsche Numis or JPMC
or the Registrar, as applicable, of evidence of identity, definitive
certificates in respect of the C Shares may be retained at Deutsche Numis's or
JPMC's absolute discretion or, where appropriate, delivery of the C Shares to
it in uncertificated form may be delayed at Deutsche Numis's or JPMC's or the
Registrar's, as the case may be, absolute discretion. If within a reasonable
time after a request for verification of identify Deutsche Numis or JPMC (for
itself and as agent on behalf of the Company) or the Registrar have not
received evidence satisfactory to them, either Deutsche Numis or JPMC and/or
the Company may, at its absolute discretion, terminate its commitment in
respect of the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to the account
of the drawee's bank from which they were originally debited. Each Placee
agrees to hold harmless and indemnify on an after-tax basis Deutsche Numis,
JPMC and the Company against any liability, loss or cost ensuing due to the
failure to process such application, if such evidence or information as has
been requested has not been provided by it in a timely manner;
4.33 it acknowledges that Deutsche Numis, JPMC and the Company
are entitled to exercise any of their rights under the Placing Agreement
(including, without limitation, rights of termination) or any other right in
their absolute discretion without any liability whatsoever to it;
4.34 where it or any person acting on behalf of it is dealing
with Deutsche Numis or JPMC, any money held in an account with Deutsche Numis
or JPMC on behalf of it and/or any person acting on behalf of it will not be
treated as client money within the meaning of the relevant rules and
regulations of the FCA which therefore will not require Deutsche Numis or
JPMC, as applicable, to segregate such money, as that money will be held by
Deutsche Numis or JPMC, as applicable, under a banking relationship and not as
trustee;
4.35 any of its clients, whether or not identified to Deutsche
Numis or JPMC, will remain its sole responsibility and will not become clients
of Deutsche Numis of JPMC for the purposes of the rules of the FCA or for the
purposes of any other statutory or regulatory provision;
4.36 it accepts that the allocation of C Shares shall be
determined by Deutsche Numis and JPMC in their absolute discretion (in
consultation with the Company) and that Deutsche Numis and JPMC may scale down
any commitments for this purpose on such basis as they may determine (which
may not be the same for each Placee);
4.37 it authorises Deutsche Numis or JPMC, as the case may be,
to deduct from the total amount subscribed under the Placing the aggregate
commission (if any) payable on the number of C Shares allocated under the
Placing;
4.38 the commitment to subscribe for C Shares on the terms set
out in these terms and conditions will continue notwithstanding any amendment
that may in the future be made to the terms of the Placing and that it will
have no right to be consulted or require that its consent be obtained with
respect to the Company's conduct of the Placing;
4.39 time shall be of the essence as regards its obligations to
settle payment for the C Shares and to comply with its other obligations under
the Placing;
4.40 its allocation of C Shares under the Placing will be
evidenced by the Contract Note or Placing Confirmation or Placing Letter (if
any), as applicable, confirming: (i) the number of C Shares that such Placee
has agreed to subscribe for; (ii) the aggregate amount that such Placee will
be required to pay for such C Shares; and (iii) settlement instructions to pay
Deutsche Numis or JPMC as agent for the Company. These terms and conditions
will be deemed to be incorporated into that Contract Note or Placing
Confirmation or Placing Letter (if any); and
4.41 settlement of transactions in the C Shares following
Admission will take place in CREST but each of Deutsche Numis and JPMC
reserves the right in its absolute discretion to require settlement in
certificated form if, in its opinion, delivery or settlement is not possible
or practicable within the CREST system within the timescales previously
notified to the Placee (whether orally, in the Contract Note or Placing
Confirmation or Placing Letter or otherwise) or would not be consistent with
the regulatory requirements in any Placee's jurisdiction.
The foregoing representations, warranties, acknowledgements and undertakings
are given for the benefit of the Company, as well Deutsche Numis and JPMC and
are irrevocable. Deutsche Numis, JPMC and the Company and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings. If any of the
foregoing representations or warranties or undertakings made or deemed to have
been made by a Placee's subscription of the C Shares are no longer accurate,
that Placee shall promptly notify Deutsche Numis, JPMC and the Company
Each prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company, Deutsche Numis and JPMC to produce this
Announcement, pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein.
5 Data Protection
5.1 Each Placee acknowledges and agrees that it has been
informed that, pursuant to the EU General Data Protection Regulation 2016/679
("EU GDPR") and/or the EU GDPR as it forms part of the domestic law of the
United Kingdom by virtue of the EUWA ("UK GDPR") and the UK Data Protection
Act 2018 (as amended from time to time) (the "DP Legislation") the Company
and/or the Registrar may hold personal data (as defined in the DP Legislation)
relating to past and present Shareholders. Personal data may be retained on
record for a period exceeding six years after it is no longer used (subject to
any limitations on retention periods set out in applicable law). The Registrar
will process such personal data at all times in compliance with the DP
Legislation and shall only process for the purposes set out in the Company's
privacy notice, which is available for review on the Company's website at
www.seraphim.vc/investors (the "Privacy Notice"), including for the purposes
set out below (collectively, the "Purposes"), being to:
5.1.1 process the personal data to the extent and in such manner
as is necessary for the performance of its obligations under its service
contract, including as required by or in connection with the Placee's holding
of C Shares (and the Ordinary Shares into which such C Shares will convert),
including processing personal data in connection with credit and money
laundering checks on the Placee;
5.1.2 communicate with the Placee as necessary in connection with
its affairs and generally in connection with its holding of C Shares (and the
Ordinary Shares into which such C Shares will convert);
5.1.3 comply with the anti-money laundering, tax, legal and
regulatory obligations of the Company and/or the Registrar; and
5.1.4 process the personal data for the Registrar's internal
administration.
5.2 In order to meet the Purposes, it will be necessary for
the Company and the Registrar to provide personal data to:
5.2.1 third parties located either within or outside of the United
Kingdom (or the EEA, to the extent that the EU GDPR applies in respect of the
personal data being shared), if necessary for the Registrar to perform its
functions or when it is necessary for its legitimate interests, and in
particular in connection with the holding of C Shares (and the Ordinary Shares
into which such C Shares will convert); or
5.2.2 its affiliates, the Company (in the case of the Registrar)
or the AIFM and their respective associates, some of which may be located
outside of the United Kingdom (or the EEA),
to the extent that the EU GDPR applies in respect of the personal data being
shared).:
5.3 Any sharing of personal data by the Company or the
Registrar with other parties will be carried out in accordance with the DP
Legislation and as set out in the Company's Privacy Notice.
5.4 By becoming registered as a holder of C Shares a person
becomes a data subject (as defined in the DP Legislation). In providing the
Registrar with information, each Placee hereby represents and warrants to the
Registrar that it has (i) 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 Company's Privacy Notice and any other data protection
notice which has been provided by the Company and/or the Registrar; and (ii)
where consent is legally required under applicable DP Legislation, it has
obtained the consent of any data subject to the Registrar and their respective
associates 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 set out above in this paragraph 5).
5.5 Each Placee acknowledges that by submitting personal
data to the Registrar (acting for and on behalf of the Company) where the
Placee is a natural person he or she has read and understood the terms of the
Company's Privacy Notice.
5.6 Each Placee acknowledges that by submitting personal
data to the Registrar (acting for and on behalf of the Company) where the
Placee is not a natural person it represents and warrants that:
5.6.1 it has brought the Company's Privacy Notice to the attention
of any underlying data subjects on whose behalf or account the Placee may act
or whose personal data will be disclosed to the Company as a result of the
Placee agreeing to subscribe for C Shares; and
5.6.2 the Placee has complied in all other respects with all
applicable data protection legislation in respect of disclosure and provision
of personal data to the Company.
5.7 Where the Placee 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 Placing:
5.7.1 comply with all applicable data protection legislation;
5.7.2 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;
5.7.3 if required, agree with the Company and the Registrar, the
responsibilities of each such entity as regards relevant data subjects' rights
and notice requirements; and
5.7.4 it shall immediately on demand, fully indemnify each of the
Company and the Registrar 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 loss and
loss of profits, business and reputation), actions, proceedings and
liabilities of whatsoever nature arising from or incurred by the Company
and/or the Registrar in connection with any failure by the Placee to comply
with the provisions set out above.
6 United States purchase and transfer restrictions
6.1 By participating in the Placing, each Placee
acknowledges and agrees that it will (for itself and any person(s) procured by
it to subscribe for C Shares and any nominee(s) for any such person(s)) be
further deemed to represent, warrant and undertake to each of the Company,
Deutsche Numis and JPMC that:
6.1.1 it and any account for which it is acting is outside the
United States, is not a US Person, is acquiring the C Shares in an "offshore
transaction" within the meaning of, and in reliance on, Regulation S and it is
not acquiring the C Shares for the account or benefit of a US Person;
6.1.2 it acknowledges that the C Shares (and the Ordinary Shares
into which the C Shares will convert) have not been and will not be registered
under the US Securities Act or with any securities regulatory authority of any
state or other jurisdiction of the United States and may not be offered or
sold in the United States or to, or for the account or benefit of, US Persons;
6.1.3 it acknowledges that the Company has not registered under
the US Investment Company Act and that the Company has put in place
restrictions for transactions not involving any public offering in the United
States, and to ensure that the Company is not and will not be required to
register under the US Investment Company Act;
6.1.4 it acknowledges that the AIFM has not registered under the
US Investment Advisers Act of 1940, as amended (the "US Investment Advisers
Act"), and that the Company has put in place restrictions on the sale and
transfer of the C Shares (and the Ordinary Shares into which the C Shares will
convert) to ensure that the AIFM is not and will not be required to register
under the US Investment Advisers Act;
6.1.5 unless the Company expressly consents otherwise in writing,
no portion of the assets used to purchase, and no portion of the assets used
to hold, the Placed Shares or any beneficial interest therein constitutes or
will constitute the assets of: (a) an "employee benefit plan" as defined in
Section 3(3) of the US 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 US Internal Revenue Code of 1986, as amended
(the "Code"),, including an individual retirement account or other arrangement
that is subject to Section 4975 of the US Code; or (c) 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 US
Code. In addition, if it 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 US Code, its purchase, holding, and disposition of the Placed Shares
must not constitute or result in a non-exempt violation of any such
substantially similar law;
6.1.6 that if any C Shares offered and sold pursuant to Regulation
S are issued in certificated form (or if a request to rematerialize
uncertificated C Shares into certificated form), then such certificates
evidencing ownership of the C Shares (and of the Ordinary Shares into which
the C Shares will convert) will contain a legend substantially to the
following effect unless otherwise determined by the Company in accordance with
applicable law:
"THE SECURITIES OF SERAPHIM SPACE INVESTMENT TRUST PLC (THE "COMPANY")
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE US SECURITIES ACT OF 1933, AS AMENDED, OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED INTO OR WITHIN THE UNITED STATES EXCEPT IN ACCORDANCE WITH THE US
SECURITIES ACT OR AN EXEMPTION THEREFROM, IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS.";
6.1.7 if in the future, it decides to offer, sell, transfer,
assign or otherwise dispose of the C Shares (or the Ordinary Shares into which
the C Shares will convert), it will do so only in compliance with an exemption
from, or in a transaction not subject to, the registration requirements of the
US Securities Act and under circumstances which will not require the Company
to register under the US Investment Company Act. It acknowledges that any
sale, transfer, assignment, pledge or other disposal made other than in
compliance with such laws and the above stated restrictions will be subject to
the compulsory transfer provisions as provided in the Company's Articles;
6.1.8 it is purchasing the C Shares for its own account or for one
or more investment accounts for which it is acting as a fiduciary or agent, in
each case for investment only, and not with a view to or for sale or other
transfer in connection with any distribution of the C Shares (or the Ordinary
Shares into which the C Shares will convert) in any manner that would violate
the US Securities Act, the US Investment Company Act or any other applicable
securities laws;
6.1.9 it acknowledges that the Company reserves the right to make
inquiries of any holder of the C Shares (and the Ordinary Shares into which
the C Shares will convert) or interests therein at any time as to such
person's status under the US federal securities laws and to require any such
person that has not satisfied the Company that holding by such person will not
violate or require registration under the US securities laws to transfer such
Shares or interests in accordance with the Articles;
6.1.10 it acknowledges and understands that the Company is required to
comply with laws and regulations implementing various intergovernmental
agreements relating to the automatic exchange of information for international
tax compliance, including the US Foreign Account Tax Compliance Act
("FATCA"), and that the Company will follow FATCA's extensive reporting and
withholding requirements from their effective date. It agrees to furnish any
information and documents, which the Company may from time to time request for
the purpose of compliance with such laws and regulations and it further
consents to allowing and authorising the Company to disclose and supply any
information, forms or documentation to HMRC (who may, if required, in turn
pass it on to the tax authorities of any other relevant jurisdiction) and, to
the extent relevant it shall procure that the beneficial owner of the C Shares
(and the Ordinary Shares into which the C Shares will convert) provides such
consent and authorisation to the Company in respect of any such information
forms or documents relating to it;
6.1.11 it is entitled to acquire the C Shares (and the Ordinary Shares
into which the C Shares will convert) under the laws of all relevant
jurisdictions which apply to it, it has fully observed all such laws and
obtained all governmental and other consents which may be required thereunder
and complied with all necessary formalities and it has paid all issue,
transfer or other taxes due in connection with its acceptance in any
jurisdiction of the C Shares and that it has not taken any action, or omitted
to take any action, which may result in the Company, Deutsche Numis, JPMC or
their respective Affiliates, directors, officers, agents, employees and
advisers being in breach of the laws of any jurisdiction in connection with
the Placing or its acceptance of participation in the Placing;
6.1.12 it has received, carefully read and understands this
Announcement (including this Appendix), and has not, directly or indirectly,
distributed, forwarded, transferred or otherwise transmitted this Announcement
(including this Appendix) or any other materials concerning the Company or the
C Shares to within the United States or to any US Persons, nor will it do any
of the foregoing;
6.1.13 if it is acquiring any C Shares as a fiduciary or agent for one
or more accounts, it has sole investment discretion with respect to each
such account and full power and authority to make such foregoing
representations, warranties, acknowledgements and agreements on behalf of each
such account;
6.1.14 it acknowledges and understands that the Company, Deutsche
Numis, JPMC and their respective Affiliates, directors, officers, agents,
employees, advisers and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgments and agreements; and
6.1.15 It agrees that if any of the representations, warranties,
acknowledgments or agreements made by it are no longer accurate or have not
been complied with, it will immediately notify Deutsche Numis or JPMC in
writing.
7 Supply and disclosure of information
If Deutsche Numis, JPMC the Registrar or the Company or any of their agents
request any information about a Placee's agreement to subscribe for C Shares
under the Placing, such Placee must promptly disclose it to them and ensure
that such information is complete and accurate in all respects.
8 Miscellaneous
8.1 The rights and remedies of the Company, Deutsche Numis,
and JPMC under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of others.
8.2 On application, if a Placee is an individual, that
Placee may be asked to disclose in writing or orally, his nationality. If a
Placee is a discretionary fund manager, that Placee may be asked to disclose
in writing or orally to Deutsche Numis and/or JPMC the jurisdiction in which
its funds are managed or owned.
8.3 All documents provided in connection with the Placing
will be sent at the Placee's risk. They may be returned by post to such Placee
at the address notified by such Placee.
8.4 Each Placee agrees to be bound by the Articles once the
C Shares, for which the Placee has agreed to subscribe pursuant to the
Placing, have been acquired by the Placee. The contract to subscribe for C
Shares under the Placing and all disputes and claims arising out of or in
connection with its subject matter or formation (including non-contractual
disputes or claims) will be governed by, and construed in accordance with, the
laws of England and Wales. For the exclusive benefit of the Company, Deutsche
Numis and JPMC, each Placee irrevocably submits to the jurisdiction of the
courts of England and Wales and waives any objection to proceedings in any
such court on the ground of venue or on the ground that proceedings have been
brought in an inconvenient forum. This does not prevent an action being taken
against the Placee in any other jurisdiction.
8.5 In the case of a joint agreement to subscribe for C
Shares under the Placing, references to a "Placee" in these terms and
conditions are to each of the Placees who are party to that joint agreement
and their liability is joint and several.
8.6 Deutsche Numis, JPMC and the Company expressly reserve
the right to modify the Placing (including, without limitation, the timetable
and settlement) at any time before allocations are determined. The Placing is
subject to the satisfaction of the conditions contained in the Placing
Agreement and the Placing Agreement not having been terminated.
Appendix III
RIGHTS ATTACHING TO THE C SHARES
The rights attaching to the C Shares as set out in Articles 13 to 22 of the
Revised Articles are set out in full below:
13 The following definitions apply for the purposes of
Articles 13 to 22 (inclusive) only:
"Calculation Date" means 31 March, 30 June, 30 September and 31 December in
each year together with such other day or days on which the Directors resolve
that Force Majeure Circumstances have arisen or are imminent or otherwise
resolve after consultation with the AIFM that it would be in the best
interests of the Shareholders for a Conversion to occur;
"Conversion" means a conversion of a class of C Shares ("Final Conversion") or
proportion thereof (each an "Interim Conversion") into Ordinary Shares and
Deferred Shares in accordance with Article 22 below;
"Conversion Date" means, subject always to Articles 22.9 and 22.10, the close
of business on such Business Day as may be selected by the Directors falling
not more than four months after the relevant Calculation Date where some but
not all of the issued C Shares of the relevant class in issue shall be
converted in accordance with Article 22 (each being an interim Conversion
Date) ("Interim Conversion Date") or where all the remaining C Shares of the
relevant class in issue shall be converted (the "Final Conversion Date")
provided that the Final Conversion Date shall occur by no later than the date
falling 18 months after the date on which the relevant class of C Shares was
issued (the "Longstop Date");
"Deferred Shares" means deferred shares of £0.01 each in the capital of the
Company arising on Conversion;
"Existing Ordinary Shares" means the Ordinary Shares in issue immediately
prior to the relevant Conversion;
"Final Conversion Ratio" is the ratio of the net asset value per C Share of
the relevant class to the net asset value per Ordinary Share to be calculated
in respect of the Final Conversion, which is calculated as:
Conversion Ratio =
A =
B =
Where:
C is the aggregate of:
(i) the value of the investments of the Company
attributable to the C Shares of the relevant class calculated by reference to
the Directors' belief as to an appropriate current value for those investments
on the relevant Calculation Date in accordance with the valuation policy
adopted by the Company from time to time; and
(ii) the amount which, in the Directors' opinion, fairly
reflects, on the relevant Calculation Date, the value of the current assets of
the Company attributable to the class of C Shares (excluding the investments
valued under (i) above but including cash and deposits with or balances at a
bank and including any accrued income less accrued expenses and other items of
a revenue nature), calculated in accordance with the valuation policy adopted
by the Company from time to time;
D is the amount (to the extent not otherwise deducted from the assets
attributable to the relevant class of C Shares) which, in the Directors'
opinion, fairly reflects the amount of the liabilities of the Company
attributable to the relevant class of C Shares on the Calculation Date
(including the amounts of any declared but unpaid dividends in respect of such
C Shares);
E is the number of C Shares of the relevant class in issue on the Calculation
Date (excluding any C Shares held in treasury);
F is the aggregate of:
(i) the value of all the investments of the Company
attributable to the Ordinary Shares, calculated by reference to the Directors'
belief as to an appropriate current value for those investments on the
relevant Calculation Date in accordance with the valuation policy adopted by
the Company from time to time; and
(ii) the amount which, in the Directors' opinion, fairly
reflects, on the relevant Calculation Date, the value of the current assets of
the Company attributable to the Ordinary Shares (excluding the investments
valued under (i) above but including cash and deposits with or balances at a
bank and including any accrued income less accrued expenses and other items of
a revenue nature), calculated in accordance with the valuation policy adopted
by the Company from time to time;
G is the amount (to the extent not otherwise deducted in the calculation of F)
which, in the Directors' opinion, fairly reflects the amount of the
liabilities of the Company attributable to the Ordinary Shares on the relevant
Calculation Date (including the amounts of any declared but unpaid dividends);
H is the number of Ordinary Shares in issue on the relevant Calculation Date
(excluding any Ordinary Shares held in treasury),
provided that the Directors shall make such adjustments to the value or amount
of A and B as the Auditors shall report to be appropriate having regard among
other things;
(i) to the costs of issue of the class of C Shares
incurred or accrued by the Company immediately prior to the date on which the
Company first receives the Net Proceeds relating to the class of C Shares;
and/or
(ii) to reflect any material change to the valuation of
any individual investment or investments between the relevant Calculation Date
and 14 days before the relevant Conversion Date and, for this purpose, a
"material change" shall be any change in valuation of an investment or
investments which in the opinion of the Board is required by law or regulation
to be announced by the Company without delay or would be so required but for a
safe harbour permitting the Company to delay announcement; and/or
(iii) to the reasons for the issue of the class of C Shares;
"Force Majeure Circumstances" means (i) any political and/or economic
circumstances and/or actual or anticipated changes in fiscal or other
legislation which, in the reasonable opinion of the Directors, renders a
Conversion necessary or desirable; (ii) the issue of any proceedings
challenging, or seeking to challenge, the power of the Company and/or its
Directors to issue the C Shares of the relevant class with the rights attached
to them and/or to the persons to whom they are, and/or the terms upon which
they are issued; or (iii) the giving of notice of any general meeting of the
Company at which a resolution is to be proposed to wind up the Company,
whichever shall happen earliest;
"Interim Conversion Ratio" is the ratio of the aggregate value of the assets
(attributable to the C Shares of the relevant class liable to be converted
pursuant to the relevant Interim Conversion) to be transferred to the assets
attributable to the Ordinary Shares pursuant to the relevant Interim
Conversion in accordance with Article 22.8 to the net asset value per Ordinary
Share, which is calculated as:
Interim Conversion Ratio =
A =
B =
Where:
C is 115 per cent. of the value of the non-current assets (being investments
at fair value through profit or loss but excluding near cash assets, such as
money market funds, bank time deposits, treasury securities and bonds near
their redemption date) of the Company attributable to the C Shares of the
relevant class on the relevant Calculation Date, calculated by reference to
the Directors' belief as to an appropriate current value for those investments
on that Calculation Date in accordance with the valuation policy adopted by
the Company from time to time;
D is the number of C Shares of the relevant class in issue on the relevant
Calculation Date which are liable to be converted on the Interim Conversion
Date;
E is the aggregate of:
(i) the value of the non-current assets (being investments
at fair value through profit or loss) of the Company attributable to the
Ordinary Shares on the relevant Calculation Date, calculated by reference to
the Directors' belief as to an appropriate current value for those investments
on that Calculation Date in accordance with the valuation policy adopted by
the Company from time to time; and
(ii) the amount which, in the Directors' opinion, fairly
reflects, on that Calculation Date, the value of the current assets of the
Company attributable to the Ordinary Shares (including cash and deposits with
or balances at a bank and including any accrued income less accrued expenses
and other items of a revenue nature), calculated in accordance with the
valuation policy adopted by the Company from time to time;
F is the amount (to the extent not otherwise deducted from the assets
attributable to the Ordinary Shares) which, in the Directors' opinion, fairly
reflects the amount of the liabilities of the Company attributable to the
Ordinary Shares on the relevant Calculation Date (including the amounts of any
declared but unpaid dividends in respect of the Ordinary Shares);
G is the number of Ordinary Shares in issue on the relevant Calculation Date
(excluding any Ordinary Shares held in treasury);
provided that the Directors shall make such adjustments to the value or amount
of A and B as the Auditors shall report to be appropriate having regard, among
other things;
(i) to the costs of issue of the class of C Shares
incurred or accrued by the Company attributable to the Ordinary Shares
immediately prior to the date on which the Company first receives the Net
Proceeds relating to the class of C Shares; and/or
(ii) to reflect any material change to the valuation of
any individual investment or investments between the relevant Calculation Date
and 14 days before the relevant Conversion Date and, for this purpose, a
"material change" shall be any change in valuation of an investment or
investments which in the opinion of the Board is required by law or regulation
to be announced by the Company without delay or would be so required but for a
safe harbour permitting the Company to delay announcement; and/or
(iii) to the reasons for the issue of the class of C Shares;
and
"Net Proceeds" means the net cash proceeds of the issue of the relevant class
of C Shares (after deduction of those commissions and expenses relating
thereto and payable by the Company).
Dividends
14 The holders of the Ordinary Shares, the C Shares and
the Deferred Shares shall, subject to the provisions of these Articles, have
the following rights to be paid dividends:
14.1 the Deferred Shares (to the extent that any are in issue
and extant) shall entitle the holders thereof to a cumulative annual dividend
at a fixed rate of one per cent. of the nominal amount thereof, the first such
dividend (adjusted pro rata temporis) (the "Deferred Dividend") being payable
on the date six months after the Conversion Date upon which such Deferred
Shares were created in accordance with Article 22 (the "Relevant Conversion
Date") and thereafter on each anniversary of such date payable to the holders
thereof on the register of members on that date as holders of Deferred Shares
but shall confer no other right, save as provided herein, on the holders
thereof to share in the profits of the Company. The Deferred Dividend shall
not accrue or become payable in any way until the date six months after the
Relevant Conversion Date and shall then only be payable to those holders of
Deferred Shares registered in the register of members of the Company as
holders of Deferred Shares on that date;
14.2 the C Shareholders shall be entitled to receive in that
capacity such dividends as the Directors may resolve to pay out of net assets
attributable to the relevant class of C Shares and from income received and
accrued which is attributable as determined by the Directors to the relevant
class of C Shares;
14.3 the Ordinary Shares shall be entitled to receive in that
capacity such dividends as the Directors may resolve to pay out of the net
assets attributable to the Ordinary Shares and from income received and
accrued which is attributable as determined by the Directors to the Ordinary
Shares;
14.4 the Ordinary Shares into which C Shares shall convert shall
rank pari passu with the Existing Ordinary Shares for dividends and other
distributions made or declared by reference to a record date falling after the
Calculation Date; and
14.5 no dividend or other distribution shall be made or paid by
the Company on any of its shares (other than any Deferred Shares for the time
being in issue) between a Calculation Date and the associated Conversion Date
relating to the relevant class of C Shares (both dates inclusive) and no such
dividend shall be declared with a record date falling between the Calculation
Date and the Conversion Date (both dates inclusive).
Capital
15 The holders of the Ordinary Shares, the C Shares and
the Deferred Shares shall, subject to the provisions of these Articles, have
the following rights as to capital:
15.1 the surplus capital and assets of the Company shall on a
winding-up or on a return of capital (otherwise than on a purchase by the
Company of any of its shares) at a time when any C Shares are for the time
being in issue and prior to the Final Conversion Date relating to such C
Shares, be applied (after having deducted therefrom an amount equivalent to C
- D in respect of each class of C Shares in issue using the methods of
calculation of C and D given in the definition of Final Conversion Ratio set
out in Article 13, save that the "Calculation Date" shall be such date as the
liquidator may determine, which amount attributable to each class shall be
applied amongst the C Shareholders of such class pro rata according to the
nominal capital paid up on their holdings of C Shares), first, if there are
Deferred Shares in issue, in paying to the holders of Deferred Shares £0.01
in aggregate in respect of every 1,000,000 Deferred Shares (or part thereof)
of which they are respectively the holders and, second, amongst the existing
Ordinary Shareholders pro rata according to the nominal capital paid up on
their holdings of Existing Ordinary Shares; and
15.2 the surplus capital and assets of the Company shall on a
winding-up or on a return of capital (otherwise than on a purchase by the
Company of any of its shares) at a time when no C Shares are for the time
being in issue be applied as follows:
15.2.1 first, if there are Deferred Shares in issue, in paying to the
holders of Deferred Shares £0.01 in aggregate in respect of every 1,000,000
Deferred Shares (or part thereof) of which they are respectively the holders;
and
15.2.2 secondly, the surplus shall be divided, amongst the Ordinary
Shareholders pro rata according to the nominal capital paid up on their
holdings of Ordinary Shares.
Voting
16 The Ordinary Shares and the C Shares shall carry the
right to receive notice of and to attend and vote at any general meeting of
the Company. The voting rights of holders of C Shares will be the same as that
applying to Ordinary Shareholders as set out in these Articles as if the C
Shares and Existing Ordinary Shares were a single class.
17 The Deferred Shares shall not carry any right to
receive notice of or attend or vote at any general meeting of the Company.
18 Where a shareholder vote is required to be taken in
accordance with the Listing Rules, that vote must be decided by a resolution
of the holders of the shares that have been admitted to the relevant listing.
19 Where the provisions of the Listing Rules require that
any resolution must, in addition, be approved by the Independent Shareholders,
only Independent Shareholders who hold shares that have a relevant listing
shall be entitled to vote on the relevant resolution.
Deferred Shares
20 The following provisions shall apply to the Deferred
Shares:
20.1 the C Shares shall be issued on such terms that the
Deferred Shares arising upon their Conversion may be repurchased by the
Company in accordance with the terms set out herein;
20.2 immediately upon a Conversion, the Company shall repurchase
all of the Deferred Shares which arise as a result of that Conversion for an
aggregate consideration of £0.01 for every 1,000,000 Deferred Shares and the
notice referred to in Article 22 shall be deemed to constitute notice to each
C Shareholder of the relevant class (and any person or persons having rights
to acquire or acquiring C Shares of the relevant class on or after the
Calculation Date) that the relevant Deferred Shares shall be repurchased
immediately upon the relevant Conversion for an aggregate consideration of
£0.01 for every 1,000,000 Deferred Shares. On repurchase, each such Deferred
Share shall be treated as cancelled in accordance with section 706 of the 2006
Act without further resolution or consent; and
20.3 the Company shall not be obliged to: (i) issue share
certificates to the holders of Deferred Shares in respect of the Deferred
Shares; or (ii) account to any holder of Deferred Shares for the repurchase
moneys in respect of such Deferred Shares.
C Shares
21 For so long as any C Shares are for the time being in
issue until the Final Conversion of such C Shares and without prejudice to its
obligations under applicable laws, the Company shall:
21.1 procure that the Company's records, and bank and custody
accounts shall be operated so that the assets attributable to the C Shares
can, at all times, be separately identified and, in particular but without
prejudice to the generality of the foregoing, the Company shall, without
prejudice to any obligations pursuant to applicable laws, procure that
separate cash accounts, broker settlement accounts and investment ledger
accounts shall be created and maintained in the books of the Company for the
assets attributable to each class of C Shares in issue;
21.2 allocate to the assets attributable to each class of C
Shares in issue such proportion of the income, expenses and liabilities of the
Company incurred or accrued between the date on which the Company first
receives the Net Proceeds and the Final Calculation Date relating to each
class of C Shares in issue (both dates inclusive) as the Directors consider to
be attributable to the relevant C Shares; and
21.3 give or procure the giving of appropriate instructions to
the AIFM to manage the Company's assets, income, expenses and liabilities so
that such undertakings can be complied with by the Company.
Conversion of the C Shares
22 A class of C Shares (in respect of the Final Conversion
Date) or where relevant a proportion thereof (in respect of each Interim
Conversion Date) shall be sub-divided and converted into new Ordinary Shares
and Deferred Shares on the relevant Conversion Date relating to such class of
C Shares or proportion thereof in accordance with the following provisions of
this Article 22:
22.1 On each Interim Conversion Date the total number of C
Shares to be sub-divided and converted into new Ordinary Shares and Deferred
Shares on that Conversion Date shall be calculated as at the relevant
Calculation Date as follows:
Where:
X = the value of C in the definition of Interim Conversion Ratio;
Y = the value of C - D in the definition of Final Conversion Ratio; and
Z = the total number of C Shares of the relevant class in issue at the
relevant Calculation Date (excluding C Shares of the relevant class held in
treasury).
On the Final Conversion Date, the total number of C Shares to be sub-divided
and converted into new Ordinary Shares and Deferred Shares shall be the total
number of C Shares in issue on the Final Conversion Date.
22.2 The Directors shall procure that within 10 Business Days
prior to a Conversion:
22.2.1 the relevant conversion ratio as at the relevant Calculation
Date and the numbers of new Ordinary Shares and Deferred Shares to which each
C Shareholder of the relevant class shall be entitled on Conversion shall be
calculated as well as the balance of C Shares which each such holder shall
hold after any relevant Interim Conversion; and
22.2.2 the Auditors shall be requested to confirm that such
calculations as have been made by the Company have been performed in
accordance with these Articles and are arithmetically accurate whereupon such
calculations shall become final and binding on the Company and all holders of
the Company's shares and any other securities issued by the Company which are
converting into the Company's shares.
22.3 The Directors shall procure that, as soon as practicable
following such confirmation and in any event:
22.3.1 at least 3 Business Days prior to the Conversion Date, a public
announcement is made of the relevant conversion ratio; and
22.3.2 within 10 Business Days after the Conversion Date, a notice is
sent to each C Shareholder of the relevant class, as applicable, advising such
C Shareholder of the Conversion Date, the Conversion Ratio and the numbers of
new Ordinary Shares and Deferred Shares to which such C Shareholders will be
entitled on Conversion and the balance of their holding of C Shares after any
relevant Interim Conversion.
22.4 On Final Conversion each C Share of the relevant class in
issue or in respect of each Interim Conversion the C Shares of that class to
be converted as at the relevant Conversion Date shall automatically sub-divide
into 10 conversion shares of £0.01 each and such conversion shares of £0.01
each shall automatically convert into such number of new Ordinary Shares and
Deferred Shares as shall be necessary to ensure that, upon such Conversion
being completed:
22.4.1 in respect of the Final Conversion, the aggregate number of new
Ordinary Shares into which the same number of conversion shares of £0.01 each
are converted equals the number of C Shares of the relevant class in issue on
the relevant Calculation Date multiplied by the Final Conversion Ratio
(rounded down to the nearest whole new Ordinary Share); or
22.4.2 in respect of each Interim Conversion, the aggregate number of
new Ordinary Shares into which the same number of conversion shares of £0.01
each are converted equals the number of C Shares liable to be converted on the
relevant Calculation Date multiplied by the applicable Interim Conversion
Ratio (rounded down to the nearest whole new Ordinary Share); and
22.4.3 each conversion share of £0.01 which does not so convert into
a new Ordinary Share shall convert into one Deferred Share.
22.5 The number of C Shares to be sub-divided and converted and
the new Ordinary Shares and Deferred Shares arising upon Conversion shall be
divided amongst the C Shareholders of the relevant class pro rata according to
their respective former holdings of C Shares of the relevant class (provided
always that the Directors may deal in such manner as they think fit with
fractional entitlements of the C Shares to be sub-divided and converted and to
new Ordinary Shares and Deferred Shares arising upon Conversion including,
without prejudice to the generality of the foregoing, selling any new Ordinary
Shares representing such fractional entitlements and retaining the proceeds
for the benefit of the Company).
22.6 Forthwith upon any Conversion, the share certificates
relating to the C Shares of the relevant class shall be cancelled and the
Company shall issue to each C Shareholder of the relevant class a new
certificate in respect of the new Ordinary Shares which have arisen upon
Conversion to which he is entitled and in respect of the balance of his C
Shares after any relevant Interim Conversion. Share certificates will not be
issued in respect of the Deferred Shares.
22.7 The Directors may make such adjustments to the terms and
timing of any Conversion as they in their discretion consider are fair and
reasonable having regard to the interests of all shareholders.
22.8 Forthwith upon each Interim Conversion, the Directors shall
transfer from the assets attributable to the relevant class of C Shares to the
assets attributable to the Ordinary Shares (i) the non-current assets (being
investments at fair value through profit or loss but excluding near cash
assets, such as money market funds, bank time deposits, treasury securities
and bonds near their redemption date) taken into account for the purposes of
calculating C in the definition of the applicable Interim Conversion Ratio in
respect of that Conversion and (ii) near cash assets (including money market
funds, bank time deposits, treasury securities and bonds near their redemption
date cash) and cash (including deposits with or balances at a bank)
attributable to such C Shares with a value equal to 15 per cent. of such
non-current assets. Forthwith on the Final Conversion Date, the Directors
shall transfer all of the assets and liabilities attributable to the C Shares
of the relevant class immediately prior to the Final Conversion to the assets
and liabilities attributable to the Ordinary Shares.
22.9 No Interim Conversion shall occur unless as at the relevant
Calculation Date the value of C in the definition of Interim Conversion Ratio
is equal to or exceeds the lower of (i) £40 million and (ii) 10 per cent. of
the amount of E - F in the definition of Interim Conversion Ratio, in which
case a partial conversion of the C Shares shall occur on the next Interim
Conversion Date.
22.10 If
(i) at any Calculation Date, the value of C - D in the
definition of Final Conversion Ratio is less than the lower of (a) 20 per
cent. of the Net Proceeds or (b) 10 per cent. the amount of F - G in the
definition of Final Conversion Ratio; or
(ii) the Longstop Date is less than six months after any
Calculation Date; or
(iii) at any time the Directors so resolve,
such Calculation Date shall be the final Calculation Date (the "Final
Calculation Date") and the Conversion of the remaining C Shares of the
relevant class in issue will occur on the next Conversion Date.
Appendix IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Admission admission of the C Shares to be issued pursuant to the Issue: (i) to trading
on the main market of the London Stock Exchange becoming effective in
accordance with the LSE Admission Standards; and (ii) to the closed-ended
investments funds category of the Official List becoming effective in
accordance with the UK Listing Rules
AI artificial intelligence
AIFMD Directive 2011/61/EU on Alternative Investment Fund Managers
Announcement this announcement, including the appendices
Articles the articles of association of the Company as amended from time to time
C Shares C shares of £0.10 each in the capital of the Company
Circular the circular dated 16 April 2026 sent to Shareholders containing the notice of
General Meeting
Company or SSIT Seraphim Space Investment Trust plc
Conversion has the meaning given in Appendix III of this Announcement
CREST the relevant system as defined in the CREST Regulations in respect of which
Euroclear is the operator (as defined in the CREST Regulations) in accordance
with which securities may be held in uncertificated form
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as
amended
Deutsche Numis Deutsche Bank AG, London Branch trading as Deutsche Numis
Directors or Board the board of directors of the Company
Disclosure Guidance and Transparency Rules the disclosure guidance and transparency rules contained within the FCA's
handbook of rules and guidance
EEA the European Economic Area
EU Prospectus Regulation Regulation (EU) 2017/1129 as amended
Euroclear Euroclear UK & International Limited
EUWA the European Union (Withdrawal) Act 2018, as amended
EV enterprise value
FCA the UK Financial Conduct Authority
FSMA the UK Financial Services and Markets Act 2000, as amended
General Meeting the general meeting of the Company to be held at 1 Fleet Place, London EC4M
7WS on 6 May 2026 at 11.00 a.m. for the purpose of approving the Resolutions
GPS global positioning system
Investment Management Agreement the investment management agreement entered into between the Investment
Manager and the Company
IPO initial public offering
IRR internal rate of return
Issue the Placing and Retail Offer
Issue Price £1.00 per C Share
Joint Bookrunners Deutsche Numis and JPMC
JPMC J.P. Morgan Securities plc (which conducts its UK investment banking
activities as J.P. Morgan Cazenove)
London Stock Exchange London Stock Exchange plc
LP limited partner
LSE Admission Standards the admission and disclosure standards published by the London Stock Exchange
Market Abuse Regulation or UK Market Abuse Regulation the UK version of the Market Abuse Regulation (Regulation (EU) 596/2014),
together with all delegated regulations and implementing regulations made
thereunder, which form part of UK law by virtue of the EUWA, and any
legislation made in the United Kingdom in connection with the entry into force
of such regulations
MiFID II Product Governance Requirements has the meaning given under the heading "Information to distributors" in this
Announcement
MNO mobile network operator
MOIC multiple on invested capital
NASDAQ National Association of Securities Dealers Automated Quotations
NAV or Net Asset Value the value of all the assets of the Company less its liabilities, determined in
accordance with the accounting principles adopted by the Company from time to
time
Official List the official list maintained by the FCA
Ordinary Shareholders holders of Ordinary Shares
Ordinary Shares ordinary shares of £0.01 each in the capital of the Company
Placee a person subscribing for C Shares under the Placing
Placing the conditional placing of C Shares by Deutsche Numis and JPMC as agents of
the Company in accordance with the Placing Agreement
Placing Agreement the agreement dated 27 April 2026 between the Company, Deutsche Numis, JPMC
and the Investment Manager relating to the Issue and Admission
PROD Sourcebook the Product Intervention and Product Governance Sourcebook contained in the
FCA's Handbook of Rules and Guidance
Publicly Available Information any information publicly announced through a Regulatory Information Service by
or on behalf of the Company on or prior to the date of this Announcement
Regulation S Regulation S under the US Securities Act
Regulatory Information Service a regulatory information service authorised by the FCA to release regulatory
announcements to the London Stock Exchange
Relevant Member State each member state of the EEA
Resolutions the resolutions to be proposed at the General Meeting to authorise the
Directors to allot C Shares on a non-pre-emptive basis and to adopt the
Revised Articles
RetailBook Retail Book Limited
Retail Offer the offer of C Shares by certain intermediaries as part of the Issue
Revised Articles the new articles of association of the Company proposed to be adopted at the
General Meeting incorporating the amended rights attaching to the C Shares
Seraphim Space or Investment Manager or AIFM Seraphim Space Manager LLP
Shareholder a holder of Ordinary Shares and, where the context requires, a holder of C
Shares
Shares Ordinary Shares and/or C Shares, as the context requires
SIGINT signals intelligence
SpaceTech in the context of a business, an organisation which relies on space-based
connectivity and/or precision, navigation and timing signals or whose
technology or services are already addressing, originally derived from or of
potential benefit to the Space sector
Target Market Assessment has the meaning given under the heading "Information to distributors" in this
Announcement
UK Listing Rules the UK listing rules made by the FCA under section 73A of FSMA, as amended
from time to time
UK MiFID II the UK's implementation of Directive 2014/65/EU of the European Parliament and
of the Council of 15 May 2014 on markets in financial instruments and amending
Directive 2002/92/EC and Directive 2011/61/EU (MiFID), together with the UK
version of Regulation (EU) No 600/2014 of the European Parliament and of the
Council of 15 May 2014 on markets in financial instruments and amending
Regulation (EU) No 648/2012 (MiFIR), which forms part of the domestic law of
the United Kingdom by virtue of the EUWA
unicorns those companies valued at in excess of $1 billion
United States the United States of America, its territories and possessions, any state of
the United States and the District of Columbia
US Investment Company Act the United States Investment Company Act of 1940, as amended
US Person has the meaning given to it in Regulation S
US Securities Act the United States Securities Act of 1933, as amended
VC venture capital
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