REG - Sirius Real Estate - Results of Capital Raise

Sirius Real EstateAnnouncement

20/11/2023 16:45

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RNS Number : 0370U  Sirius Real Estate Limited  20 November 2023

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 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.

 

20 November 2023

Sirius Real Estate Limited

 

Results of Capital Raise

 

Sirius Real Estate Limited ("Sirius" or the "Company") is pleased to announce
the result of the Capital Raise set out in the Company's announcement of
earlier today ("Capital Raise Announcement"), the net proceeds of
which enables the Company to execute on a significant near term pipeline of
attractive acquisition opportunities, following the acquisition of assets in
Liverpool, Barnsley and three in North London, acquired for a total of
approximately £45m over the last four months.

 

The Capital Raise will in aggregate comprise the issue of 170,417,384 new
Ordinary Shares (the "Offer Shares"), which will raise gross proceeds of
£146.6m. The Offer Shares represent approximately 14.5 per cent. of the
existing issued ordinary share capital of the Company prior to the Capital
Raise.

 

The Offer Price of 86.0 pence represents a discount of approximately 5.9 per
cent. to the closing share price of 91.4 pence on 17 November 2023 and a
discount of approximately 2.3 per cent. to the intra-day price of 88.0 pence
at 3.10 p.m. (being the time at which the Offer Price was agreed). The Offer
Price represents a discount of approximately 0.1 per cent. to the thirty-day
volume weighted average price on the JSE of 86.1 pence as at 17 November 2023.

 

Berenberg and Peel Hunt acted as joint global co-ordinators and joint
bookrunners, together with Panmure Gordon 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
Raise 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 by the strong support it has received from new and
existing shareholders.

 

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 24 November 2023 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 8 December 2023. JSE Admission is expected to become
effective at 9.00 a.m. (Johannesburg time) on 24 November 2023 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 8 December 2023.

 

Following Admission, the total number of Ordinary Shares in issue in the
Company will be 1,348,140,369. The Company does not hold any shares in
treasury and, therefore, following Admission, the number of voting shares in
issue in the Company will be 1,348,140,369. This figure may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the Disclosure Guidance and Transparency
Rules.

 

The Capital Raise is conditional on, inter alia (i) the 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 Raise

As part of the Capital Raise, the CEO, certain PDMRs, certain other Directors
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 Retail Offer, contributing approximately £180,000
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 21,794,302 Offer Shares in the Placing at the
Offer Price, representing an aggregate consideration of approximately £18.7m,
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)I. Following completion of the Capital Raise,
BlackRock will hold approximately 10.9% of the enlarged issued share capital
of the Company.

 

The participation in the Capital Raise 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 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 ongoing
strategy for growth as well as the track record of strong operational
performance and value creation we continue to achieve.  We are particularly
encouraged by the strong demand we have seen for the raise from both existing
and new institutions, as well as from our retail offering. We now look forward
to investing the proceeds into our near term pipeline of attractive
acquisition opportunities and to utilising our operating platforms in the UK
and Germany to add further value to these assets once purchased."

 

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 (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)

Capel Irwin / Carl Gough / Henry Nicholls / Flora McMicking

Tel: +44 (0) 207 418 8900

 

Panmure Gordon (Joint Bookrunner)

David Watkins / Amrit Mahbubani

Tel: +44 (0) 207 886 2500

 

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

Johan Holtzhausen

Tel: +27 (0) 825 583 623

 

FTI Consulting (Financial PR)

Richard Sunderland / 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 market and premium segment of
the London Stock Exchange and the main board of the JSE. It is a leading
operator of branded business parks providing conventional space and flexible
workspace in Germany and the UK. The Company's purpose is to create and manage
optimal workspaces that empower small and medium-sized businesses to grow,
evolve and thrive. Sirius seeks to unlock the potential of its people, its
properties, and the communities in which it operates, so that together they
can create sustainable impact, and long-term financial and social value.

The Company's core strategy is the acquisition of business parks at attractive
yields, the integration of these business parks into its network of sites
under the Company's own name as well as offering a range of branded products
within those sites, and the reconfiguration and upgrade of existing and vacant
space to appeal to the local market, through intensive asset management and
investment. The Company's strategy aims to deliver attractive returns for
shareholders by increasing rental income and improving cost recoveries and
capital values, as well as by enhancing those returns through financing its
assets on favourable terms. Once sites are mature and net income and values
have been optimised, the Company may take the opportunity to refinance the
sites to release capital for investment in new sites or consider the disposal
of sites in order to recycle equity into assets which present greater
opportunity for the asset management skills of the Company's team.

Sirius also has a venture with clients represented by AXA IM Alts. Titanium
was formed through the acquisition by AXA IM Alts, on behalf of its clients,
from Sirius, of a 65% stake in five business parks across Germany. Sirius
retained the remaining 35%. The venture seeks to grow primarily through the
acquisition of larger stabilised business park assets and portfolios of assets
with strong tenant profiles and occupancy. As well as its equity interest,
Sirius acts as operator of the assets in the venture, on a fee basis. Sirius
will continue to grow its wholly owned portfolio through acquisitions of more
opportunistic assets, where it can capitalise on its asset management
expertise to maximise utilisation of the space, grow occupancy and improve
quality of the tenants. The strategies have been clearly defined so that the
venture does not conflict with Sirius' existing business.

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

 

 

Pre-Emption Group Reporting

The Capital Raise 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, the Capital Raise of 170,417,384 new Ordinary Shares (comprising
                      108,081,574 Placing Shares, 60,000,000 SA Placed Shares, 2,179,996 Retail
                      Offer Shares and 155,814 Subscription Shares) represents approximately 14.5%
                      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 24 November 2023 and JSE
                      Admission is expected to take place on or before 9.00 a.m. (Johannesburg time)
                      on 24 November 2023
 Use of proceeds      The net proceeds of the Capital Raise will be used to provide the Company with
                      the flexibility to execute on a significant near term pipeline of attractive
                      acquisition opportunities and to replenish funds following the acquisitions
                      completed by BizSpace, Sirius' UK subsidiary, in Liverpool, Barnsley and three
                      in North London, being acquisitions undertaken in the last 12 months.
 Quantum of proceeds  In aggregate, the Capital Raise raised gross proceeds of approximately £146.6
                      million and estimated net proceeds of approximately £142.4 million.
 Discount             The Offer Price of 86.0 pence represents a discount of approximately 5.9 per
                      cent. to the closing share price of 91.4 pence on 17 November 2023
 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 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 Raise included a Retail Offer, for a total of 2,179,996 Retail
                      Offer Shares, via the PrimaryBid platform. Retail investors, who participated
                      in the Retail Offer, were able to do so at the same Placing Price as all other
                      investors participating in the Placing.

                      The Retail Offer was made available to existing shareholders and new investors
                      in the UK. Investors were 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) had the
                      opportunity to participate in the Capital Raise alongside institutional
                      investors.

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

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN THEM, 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 U.S.
Securities Act of 1933, as amended, 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.

No prospectus, offering memorandum, offering document or admission document
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
Regulation (EU) No 2017/1129 (as amended) (the "Prospectus Regulation") or
Regulation (EU) No 2017/1129 (as amended) as it forms part of UK domestic law
by virtue of the EUWA (the "UK Prospectus Regulation") to be published.

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 Article
2(e) 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 for the South Africa
Reserve Bank or any other 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, 2008 (the "South African Companies Act"); or (ii)
acting as principal, acquiring PSG 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 does not, nor does it intend to, constitute a "registered
prospectus" or an "advertisement", 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 does not comply with the
substance and form requirements for a prospectus set out in the South African
Companies Act, 2008 and the South African Companies Regulations of 2011, and
has not 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 PSG 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. Panmure Gordon is authorised and regulated in
the United Kingdom by the FCA. Peel Hunt is 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 Raise. 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 will be made pursuant to an exemption under the
Prospectus Regulation or the UK Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and communicated
to persons in the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended does not apply.

The Offer Shares to be issued or sold pursuant to the Capital Raise 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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