REG - Sirius Real Estate - Results of Capital Raise (excluding Retail Offer)

Sirius Real EstateAnnouncement

11/07/2024 07:00

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RNS Number : 9990V  Sirius Real Estate Limited  11 July 2024

SIRIUS REAL ESTATE LIMITED

(Incorporated in Guernsey)

Company Number: 46442

JSE Share Code: SRE

LSE (GBP) Share Code: SRE

LEI: 213800NURUF5W8QSK566

ISIN Code: GG00B1W3VF54

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE OR FORM A PART
OF A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE OR FORM A PART OF ANY OFFER, INVITATION OR RECOMMENDATION TO
PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED FOR THE PURPOSES OF
ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU NO. 596/2014), AS IT FORMS PART
OF THE UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED.

 

11 July 2024

Sirius Real Estate Limited

 

Results of the Capital Raising (excluding the Retail Offer)

 

Sirius Real Estate Limited ("Sirius" or the "Company" and together with its
subsidiaries, the "Group") is pleased to announce the results of the Capital
Raising (excluding the Retail Offer) set out in the Company's announcement of
yesterday ("Capital Raise Announcement"), the net proceeds of which enables
the Company to execute its ongoing acquisition strategy.

 

The Placing, South Africa Placing and Subscription components of the Capital
Raising will in aggregate comprise the issue of 159,574,468 new Ordinary
Shares (the "Offer Shares"), which will raise gross proceeds of £150 million.
The Offer Shares represent approximately 11.8 per cent. of the existing issued
ordinary share capital of the Company prior to the Capital Raising.

 

The Offer Price of 94 pence represents a discount of approximately 3.5 per
cent. to the closing share price of 97.45 pence on 10 July 2024. The Offer
Price represents a discount of approximately 2.1 per cent. to the volume
weighted average price on the JSE over the thirty trading days prior to 10
July 2024 of 96.05 pence.  The Offer Price is in line with the Company's
Adjusted NAV per Share as at 31 March 2024.

 

Berenberg and Peel Hunt acted as joint global co-ordinators and joint
bookrunners, together with Panmure Liberum who acted as joint bookrunner, in
respect of the Placing. PSG Capital acted as sole bookrunner and placing agent
in respect of the South Africa Placing.

 

The Company consulted with a number of its shareholders prior to the Capital
Raising and has respected the principles of pre-emption through the allocation
process, while also allowing the participation of new long-only shareholders.
The Company is pleased with the strong support it has received from new and
existing investors.

 

Admission

Application will be made for the admission of the Offer Shares to listing on
the premium segment of the Official List of the FCA and to trading on the
London Stock Exchange's main market for listed securities and for listing and
trading on the main board of the JSE. UK Admission is expected to become
effective at 8.00 a.m. (London time) on 16 July 2024 or such later date as the
Banks, the Company and PSG Capital may agree being no later than 8.00 a.m.
(London time) on 30 July 2024. JSE Admission is expected to become effective
at 9.00 a.m. (Johannesburg time) on 16 July 2024 or such later date as the
Banks, the Company and PSG Capital may agree being no later than 9.00 a.m.
(Johannesburg time) on 30 July 2024.

 

In connection with UK Admission, the Prospectus is expected to be published,
subject to applicable law and regulations, on Sirius's website later today
following approval by the FCA. Approval of the Prospectus by the FCA should
not be understood to be an endorsement of the New Ordinary Shares by the FCA.
Members of the public are not eligible to take part in the Placing or the
South Africa Placing. Prospective investors who are not participating in the
Placing or the South Africa Placing should read the Prospectus before making
an investment decision in order to fully understand the potential risks
associated with the decision to invest in the Company's Ordinary Shares.

 

The Capital Raising is conditional on, inter alia (i) the Sponsor and Placing
Agreement not having been terminated in accordance with its terms and (ii) UK
Admission and JSE Admission occurring.

 

Director and PDMR participation in the Capital Raising

As part of the Capital Raising, certain Directors and PDMRs and persons
closely associated have subscribed for new Ordinary Shares ("Subscription
Shares") in the capital of the Company at the Offer Price (the "Subscription")
and in the Placing contributing approximately £125,000 in aggregate.

 

Related party participation BlackRock is a substantial shareholder of the
Company and therefore is a related party for the purposes of the UK Listing
Rules.

 

BlackRock's subscription for 17,749,993 Offer Shares in the Placing at the
Offer Price, representing an aggregate consideration of approximately £16.7
million, constitutes a smaller related party transaction and falls within
Listing Rule 11.1.10 R(1) and this Announcement is therefore made in
accordance with Listing Rule 11.1.10R(2). Following completion of the Capital
Raising (excluding the Retail Offer), BlackRock will hold approximately 11.1%
of the enlarged issued share capital of the Company.

 

The participation in the Capital Raising by related parties (as defined in the
JSE Listings Requirements) occurred on the basis outlined in the Capital Raise
Announcement, as permitted in terms of resolutions 17 and 18 adopted at the
Company's most recent AGM and in compliance with the JSE Listings
Requirements.

 

Capitalised terms used but not defined in this announcement (the
"Announcement") shall have the meaning given to them in the Capital Raise
Announcement.

 

Commenting on the transaction, Andrew Coombs, Chief Executive Officer of
Sirius Real Estate Limited, said:

 

"The success of this capital raise is a strong endorsement of our ambitious
growth strategy and operational track record, having recently announced our
tenth year of both annualised rental growth above 5% and dividend increases.
That we have been able to raise further capital so soon after both our equity
raise in November, from which all proceeds have now been successfully
invested, and our c. €60m bond tap in May, demonstrates the continued appeal
amongst investors of our strategy, platform and carefully assembled portfolio.

"We now look forward to investing the proceeds into our identified pipeline of
attractive acquisition opportunities across both Germany and the U.K., and to
utilising our operating platform to add value to these assets, while
contributing to growing annual FFO to our €150 million per annum medium term
target."

 

Ends

 

For further information, contact:

 

Enquiries:

Sirius Real Estate Limited

Andrew Coombs, CEO / Chris Bowman, CFO

Tel: +44 (0) 203 717 1000 (via FTI)

 

Berenberg (UK Sponsor, Joint Global Co-ordinator & Joint Bookrunner)

Toby Flaux / Richard Bootle / Alix Mecklenburg-Solodkoff / Patrick Dolaghan

Tel: +44 (0) 203 207 7800

 

Peel Hunt (Joint Global Co-ordinator & Joint Bookrunner)

Investment Banking: Capel Irwin / Carl Gough / Henry Nicholls / Flora
McMicking

ECM Syndicate: Sohail Akbar / Ella Hastings

Tel: +44 (0) 207 418 8900

 

Panmure Liberum (Joint Bookrunner)

David Watkins / Amrit Mahbubani

Tel: +44 (0) 203 100 2000

 

PSG Capital (SA Adviser, Sole SA Bookrunner, Placing Agent & JSE Sponsor)

Terence Kretzmann / Calvin Craig / Johann Piek

Tel: +27 (0) 81 831 2709 / +27 (0) 72 959 8198 / +27 (0) 65 975 1000

 

FTI Consulting (Financial PR)

Richard Sunderland / Ellie Sweeney / James McEwan / Talia Shirion

Tel: +44 (0) 203 727 1000

SiriusRealEstate@fticonsulting.com (mailto:SabreRealEstate@fticonsulting.com)
 

 

 

About Sirius Real Estate Limited

Sirius is a property company listed on the main and premium market of the
London Stock Exchange and the main board of the JSE. It is a leading owner and
operator of branded business and industrial parks providing conventional space
and flexible workspace in Germany and the UK. As of 31 March 2024, the
Group's portfolio comprised 142 assets let to 9,654 tenants with a total book
value of over €2.1 billion, generating a total annualised rent roll of
€188.7 million. Sirius also holds a 35% stake in Titanium, its €350+
million German-focused joint venture with clients of AXA IM Alts.

The Company's strategy centres on acquiring business parks at attractive
yields and integrating them into its network of sites - both under the Sirius
and BizSpace names and alongside a range of branded products. The business
then seeks to reconfigure and upgrade existing and vacant space to appeal to
the local market via intensive asset management and investment and may then
choose to refinance or dispose of assets selectively once they meet maturity,
to release capital for new investment. This active approach allows the Company
to generate attractive returns for shareholders through growing rental income,
improving cost recoveries and capital values, and enhancing returns through
securing efficient financing terms.

For more information, please visit: www.sirius-real-estate.com
(http://www.sirius-real-estate.com)

Follow us on LinkedIn at https://www.linkedin.com/company/siriusrealestate/

 

Follow us on X (Twitter) at @SiriusRE

 

 

Pre-Emption Group Reporting

The Capital Raising is a non-pre-emptive issue of equity securities for cash
and accordingly the Company makes the following post transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 Name of Issuer       Sirius Real Estate Limited
 Transaction details  In aggregate, 159,574,468 new Ordinary Shares (comprising 136,035,152 Placing
                      Shares, 23,404,255 SA Placed Shares, and 135,061 Subscription Shares) will be
                      issued, representing approximately 11.8% of the Company's issued ordinary
                      share capital.

                      Settlement for the new Ordinary Shares and UK Admission is expected to take
                      place on or before 8.00 a.m. (London time) on 16 July 2024 and JSE Admission
                      is expected to take place on or before 9.00 a.m. (Johannesburg time) on 16
                      July 2024.
 Use of proceeds      The net proceeds of the Capital Raising will be used to provide the Company
                      with the flexibility to execute on its ongoing acquisition strategy.
 Quantum of proceeds  In aggregate, the Placing, South Africa Placing and Subscription raised gross
                      proceeds of approximately £150 million and estimated net proceeds of
                      approximately £144.3 million.
 Discount             The Offer Price of 94 pence represents a discount of approximately 3.5 per
                      cent. to the closing share price of 97.45 pence on 10 July 2024.
 Allocations          Soft pre-emption has been adhered to in the allocations process. Management
                      was involved in the allocations process, which has been carried out in
                      compliance with the MiFID II Allocation requirements. Allocations made outside
                      of soft pre-emption were preferentially directed towards existing shareholders
                      in excess of their pro rata, or new shareholders from a long perspective and
                      wall-crossed accounts.
 Consultation         Berenberg, Peel Hunt, Panmure Liberum and PSG Capital undertook a pre-launch
                      wall-crossing process, including consultation with major shareholders, to the
                      extent reasonably practicable and permitted by law.
 Retail investors     The Capital Raising is intended to include a Retail Offer which is expected to
                      launch following publication of the prospectus, for up to a total of £2.5
                      million via the PrimaryBid platform. Retail investors who participate in the
                      Retail Offer will be able to do so at the same Offer Price as all other
                      investors participating in the Placing, South Africa Placing and Subscription.

                      The Retail Offer will be made available to existing shareholders and new
                      investors in the UK. Investors will be able to participate through
                      PrimaryBid's platform via its partner network (covering 60+ FCA registered
                      intermediaries) and through PrimaryBid's free-to-use direct channel. Investors
                      had the ability to participate in this transaction through ISAs and SIPPs, as
                      well as General Investment Accounts (GIAs). This combination of participation
                      routes meant that, to the extent practicable on the transaction timetable,
                      eligible UK retail investors (including certificated retail shareholders) have
                      the opportunity to participate in the Capital Raising alongside institutional
                      investors.

                      Allocations in the Retail Offer will be preferentially directed towards
                      existing shareholders in keeping with the principle of soft pre-emption.

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS
FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE FCA OR THE LONDON
STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the
Securities Act and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration. No public offering of
securities is being made in the United States.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan or any other jurisdiction in which the same would be unlawful. No public
offering of the Offer Shares is being made in any such jurisdiction.

No action has been taken by the Company, any of the Banks or PSG Capital or
any of their respective affiliates, or any person acting on its or their
behalf that would permit an offer of the Offer Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Offer Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this Announcement comes are
required by the Company, the Banks and PSG Capital to inform themselves about,
and to observe, such restrictions.

In member states of the European Economic Area (the "EEA"), this Announcement
is directed at and is only being distributed to "qualified investors" within
the meaning of Article 2(e) of the Prospectus Regulation ("Qualified
Investors"). In the United Kingdom, this Announcement is directed at and is
only being distributed to "qualified investors" within the meaning of the UK
Prospectus Regulation who are also (i) persons having professional experience
in matters relating to investments who fall within the definition of
"investment professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
or (ii) high net worth companies, unincorporated associations and partnerships
and trustees of high value trusts as described in Article 49(2)(a) to (d) of
the Order; or (iii) other persons to whom it may otherwise lawfully be
communicated (all such persons together being "Relevant Persons"). Any
investment or investment activity to which this Announcement relates is
available only to (i) in any member state of the EEA, Qualified Investors; and
(ii) in the United Kingdom, Relevant Persons, and will be engaged in only with
such persons. This Announcement must not be acted on or relied on (i) in any
member state of the EEA, by persons who are not Qualified Investors; and (ii)
in the United Kingdom, by persons who are not Relevant Persons.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from any applicable body
in South Africa in relation to the Offer Shares and the Offer Shares have not
been, nor will they be, registered under or offering in compliance with the
securities laws of any state, province or territory of Australia, Canada,
South Africa or Japan. Accordingly, the Offer Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada or
Japan or any other jurisdiction in which such activities would be unlawful.

In South Africa, the South Africa Placing has only been made by way of a
private placement of Ordinary Shares to selected persons (i) falling within
one of the specified categories listed in section 96(1)(a) of the South
African Companies Act, No. 71 of 2008, as amended (the "South African
Companies Act"); or (ii) acting as principal, acquiring SA Placed Shares for a
total contemplated acquisition cost of ZAR1,000,000 or more, as contemplated
in section 96(1)(b) of the South African Companies Act ("South African
Eligible Investors"). This Announcement is only being made available to such
South African Eligible Investors. Accordingly (i) the South Africa Placing is
not an offer to the public as contemplated in the South African Companies Act;
(ii) this Announcement, the Capital Raise Announcement and the Prospectus do
not, or intend to not, constitute a "registered prospectus" or an
advertisement relating to an offer to the public, as contemplated by the South
African Companies Act; and (iii) no prospectus has been filed with the South
African Companies and Intellectual Property Commission (the "CIPC") in respect
of the South Africa Placing. As a result, this Announcement, the Capital Raise
Announcement and the Prospectus do not comply with the substance and form
requirements for a prospectus set out in the South African Companies Act and
the South African Companies Regulations, 2011, and neither the announcements
nor the Prospectus have been approved by, and/or registered with, the CIPC, or
any other South African authority.

The information contained in this Announcement constitutes factual information
as contemplated in section 1(3)(a) of the South African Financial Advisory and
Intermediary Services Act, 37 of 2002, as amended (the "FAIS Act") and should
not be construed as an express or implied recommendation, guide or proposal
that any particular transaction in respect of the SA Placed Shares or in
relation to the business or future investments of the Company, is appropriate
to the particular investment objectives, financial situations or needs of a
prospective investor, and nothing in this Announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial
services in South Africa. The Company is not a financial services provider
licensed as such under the FAIS Act.

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and the Group. Words such as "believes",
"anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions, are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. These statements and forecasts involve
risk and uncertainty because they relate to events and depend upon future
circumstances that have not occurred. 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
Group's actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations expressed
or implied by these 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. No statement in this Announcement
is intended to be, nor may it be construed as, a profit forecast or be relied
upon as a guide to future performance. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
The Company, its directors, the Banks, PSG Capital, their respective
affiliates and any person acting on its or their behalf each expressly
disclaim any obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise, unless required to do so by applicable law or regulation,
the FCA, the London Stock Exchange or the JSE.

Berenberg is authorised and regulated by the German Federal Financial
Supervisory Authority and is authorised and subject to limited regulation by
the FCA in the United Kingdom. Peel Hunt and Panmure Liberum are authorised
and regulated in the United Kingdom by the FCA. PSG Capital is authorised and
regulated by the JSE Limited. Each Bank and PSG Capital is acting exclusively
for the Company and no one else in connection with the Placing and the South
Africa Placing, as applicable, the contents of this Announcement and other
matters described in this Announcement. No Bank or PSG Capital will regard any
other person as its client in relation to the Placing and the South Africa
Placing, as applicable, the content of this Announcement and other matters
described in this Announcement and will not be responsible to anyone
(including any Placees or SA Placees) other than the Company for providing the
protections afforded to their respective clients or for providing advice to
any other person in relation to the Placing and the South Africa Placing, as
applicable, the content of this Announcement or any other matters referred to
in this Announcement.

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any Bank or PSG Capital or by any of their respective affiliates
or any person acting on their behalf as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Capital Raising. Any
indication in this Announcement of the price at which Ordinary Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. The price of shares and any income expected from them may go down
as well as up and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future performance.
The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor should consult
his, her or its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.

Any indication in this Announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings per share
or income, cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.

All offers of the Offer Shares have been made pursuant to an exemption under
the EU Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the United Kingdom only in circumstances to
which section 21(1) of the Financial Services and Markets Act 2000, as amended
(the "FSMA") does not apply.

The Offer Shares to be issued or sold pursuant to the Capital Raising will not
be admitted to trading on any stock exchange other than the London Stock
Exchange and the JSE.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

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.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares 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 the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance Requirements)
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Banks 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
Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels.

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