REG - Supermarket Inc REIT - Proposed Initial Issue of New Ordinary Shares

Supermarket Income REITAnnouncement

17/09/2020 07:00

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RNS Number : 2362Z  Supermarket Income REIT PLC  17 September 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES
ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF
AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA (UNLESS AN EXEMPTION
UNDER THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION
IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

This Announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain.

 

17 September 2020

 

SUPERMARKET INCOME REIT PLC

 

(the "Company" or together with its subsidiaries the "Group")

 

Proposed Initial Issue of New Ordinary Shares and Notice of General Meeting

 

The Board of Directors of Supermarket Income REIT plc (the "Board" or
"Directors"), the real estate investment trust providing secure,
inflation-protected, long income from grocery property in the UK announces
its intention to raise approximately £150 million by way of a placing (the
"Placing") and offer for subscription (the "Offer for Subscription, together
with the Placing the "Initial Issue") at an issue price of 104 pence per New
Ordinary Share.

 

Highlights

 

·      The issue price of 104 pence per share (the "Issue Price")
represents a discount of 6.3 per cent. to the closing price of 111 pence per
existing ordinary share in the capital of the Company ("Ordinary Shares") on
16 September 2020 (being the last business day prior to this Announcement) and
a 3.0 per cent. premium to the Company's last reported NAV per Ordinary Share
as at 30 June 2020 of 101 pence

 

·      The Company's investment adviser, Atrato Capital Limited (the
"Investment Adviser"), has identified a number of attractive opportunities in
excess of £400 million across the marketplace, including:

 

o  three assets with an aggregate value of approximately £135 million (the
"Target Assets"). The Investment Adviser has already undertaken its own
initial due diligence in respect of the Target Assets and is in advanced
discussions with the owners

 

o  a further pipeline of assets with an aggregate value of approximately
£270 million that meet the Company's acquisition criteria (the "Pipeline")

 

o  the Target Assets and the Pipeline present multiple investment
opportunities, which are expected to give visibility on current pricing and
optionality if acceptable terms cannot be reached with its preferred vendors

 

o  the Investment Adviser will continue to explore further appropriate
investment opportunities, owing to its market knowledge of the supermarket
real estate sector and strong reputation. It is well positioned to source
asset opportunities which could, for example, come to market from vendors who
are seeking additional liquidity to fund redemption requests

 

·      The £150 million target issue size for the Initial Issue should
enable the Company to purchase the Target Assets. If the target issue size is
exceeded, the Company will consider the possibility of acquiring additional
assets in the Pipeline. When making this decision, the Company will consider,
inter alia, the level and quality of assets, the near-term availability of the
assets at the right price, as well as the projected financial position of the
Company following the Initial Issue

 

The Investment Adviser has proven its ability to identify and acquire
attractive investments for the Group despite the on-going COVID-19 crisis.
Since lockdown in late March, the Investment Adviser has deployed £240
million of capital on behalf of the Group in five separate transactions,
increasing the geographic coverage of the portfolio and diversifying the
tenant base.

 

The Initial Issue is being conducted in accordance with the terms and
conditions to be set out in the prospectus in relation to the Issue and
Placing Programme (the "Prospectus"), which is expected to be published by the
Company following its approval by the Financial Conduct Authority.

 

Both the Initial Issue and Placing Programme are subject to the approval of
the Company's shareholders of the Company ("Shareholders") in general meeting
(the "General Meeting"), further details of which are set out in this
Announcement and will be set out in the Prospectus, when published.

 

Nick Hewson, Chairman of the Company, said:

 

"This has been another year of solid performance by the Group in which we have
generated a Total Shareholder Return of 11.6 per cent. Since our IPO in July
2017, we have delivered a total return to shareholders of 24.0 per cent.  In
an environment where income has become increasingly scarce, our highly
specific investment strategy continues to provide our investors with stable,
long-term, inflation-protected income, confirming our belief that supermarket
real estate assets remain one of the most compelling asset classes in the UK
investment market."

 

 

For further information, please contact:

Atrato Capital
Limited
+44 (0)20 3790 8087

Ben Green

Steve Windsor

Steve Noble

 

Stifel - Sole Bookrunner, Financial Adviser and Placing
Agent                        +44 (0)20 7710 7600

Mark Young

Matthew Blawat

Rajpal Padam

 

FTI Consulting
 
 +44 (0)20 3727 1000

Dido Laurimore
 
             SupermarketIncomeREIT@fticonsulting.com

Eve Kirmatzis

Andrew Davis

 

Market background

 

According to Kantar, over the 12-week period up to 12 July 2020 UK grocery
sales increased by 17 per cent. compared to the same period in 2019. This is
the fastest rate of growth since comparable records began and shows the
significant impact the pandemic has had on the sector. All the substantial
grocers experienced a major increase in demand, especially in the online
grocery channel which increased market penetration by over 50 per cent., from
8 per cent. of the UK grocery market pre-COVID-19 to 13 per cent. to the end
of June 2020. According to IGD, during the pandemic, online grocery demand
doubled to hit a high of 14 per cent. market share. Most of this growth has
been captured by Tesco, Sainsburys and ASDA which have seen their combined
market share in UK online grocery increase to 90 per cent. during the
pandemic. Omnichannel supermarkets played a vital role in responding to this
increased demand, having the size and stock to respond effectively to the
increased in-store demand, whilst having the operational flexibility to
increase online grocery fulfilment capacity. Omnichannel stores remain the
dominant model for last-mile grocery fulfilment in the UK.

 

UK consumer spending on grocery has grown year-on-year since 2015. IGD Retail
Analysis forecast total spending on UK Grocery will increase by 6.8 per cent.
in 2020 for the full year ending December 2020 due to the impact of the
COVID-19 pandemic and will continue to increase by a total of 10 per cent.
over the three years to 2022, rising from £192 billion in 2019 to £211
billion by 2022.

 

A key pillar of the Company's investment strategy is to invest in omnichannel
supermarkets that form part of the UK's online grocery distribution network.
These stores not only benefit from conventional in-store grocery sales but are
also uniquely positioned to benefit from an increase in online grocery sales
in the future. The growing dominance of the omnichannel model in the UK's
online grocery market together with the undoubted covenant strength of the
operators, is driving value creation in the supermarket property investment
market. This has been demonstrated during the COVID-19 pandemic where
omnichannel supermarkets were pivotal to the critical supply of food to the
nation.

 

Corporate and Dividend update

 

The grocery sector has proven to be robust in the face of the wider challenges
posed by the COVID-19 pandemic, reporting increased sales, albeit pitted
against higher costs, and a rapid positive response to the changing ways in
which customers shopped. Despite the challenging environment, the Company has
performed well and has been able to achieve 100 per cent. rent collection in
H1 2020, experienced continued valuation growth in the current portfolio and
generated 4.1 per cent. growth in EPRA NAV to 101 pence per Ordinary Share for
the year to 30 June 2020. All of the Company's directly owned properties have
contractual, upward-only, inflation-linked rental uplifts and the average
rental increase during the year to 30 June 2020 was 2.5 per cent. The
Directors believe this demonstrates the Company's strong financial performance
and underlying resilience despite these uncertain environments.

 

The Company's stable, inflation-linked income stream has enabled it to
increase its quarterly dividend in line within inflation every year since IPO
in July 2017. During the year, the Company has declared dividends totaling 5.8
pence per Ordinary Share, representing an increase of 3.6 per cent. on the
prior year. In line with previous years, the Company is once again targeting
an increase in the quarterly dividend in line with June RPI inflation. This
will result in an annual dividend target of 5.86 pence per Ordinary Share for
the financial year ending 30 June 2021, which reflects a dividend yield of 5.6
per cent. on the Issue Price.

 

The Company has declared a dividend of 1.465 pence per Ordinary Share in
respect of the first quarter of the financial year ending 30 June 2021. The
ex-dividend date for the first quarterly dividend on 24 September 2020 and it
is expected to be paid on or around 16 October 2020. For the avoidance of
doubt, New Ordinary Shares issued pursuant to the Initial Issue will not carry
the right to receive this first quarterly dividend.

 

Background to the Initial Issue

 

The Company listed on the London Stock Exchange on 21 July 2017 (the "IPO").
Since its IPO, the Company has carefully grown its investment portfolio
through accretive and selective acquisitions and currently directly owns 19 UK
supermarket assets with an aggregate value of £728.3 million (the "Direct
Portfolio"). The Direct Portfolio is let on fully repairing and insuring lease
terms, with upward only, annual, index-linked rent reviews, generating an
annualised passing rent roll of £38.7 million, with a current weighted
averaged unexpired lease term of 17 years.

 

The Company also is invested in a 50:50 joint venture that holds a 25.5 per
cent. stake in a securitised portfolio of 26 Sainsbury's supermarkets (the
"Indirect Portfolio") which it acquired in May 2020. The Indirect Portfolio
consists of an investment in a 50:50 joint venture with British Airways
Pension Trustees Limited ("BAPTL"). The joint venture owns a 25.5 per cent.
stake in a securitised portfolio of 26 Sainsbury's supermarkets. The Company's
stake in the Indirect Portfolio is valued at £56.1 million.

 

The Company is focused on ensuring its assets form a key part of the future
operating model of its grocery tenants, operating both as physical
supermarkets as well as online fulfilment centres (for home delivery and/or
click and collect). The flexibility provided by the assets' large sites, which
are situated near to population centres and key transport links, enables the
properties to be effectively used as last mile grocery fulfilment locations.
From a logistics perspective, the sites combine the operators' most dominant
sales channel the traditional supermarket, with their online businesses, which
have experienced rapid growth over the last 20 years. Sites such as those
owned by the Company have proved particularly flexible and resilient when
dealing with the increased volumes of both in store and home delivery sales of
grocery caused by the COVID-19 pandemic.

 

The Company is highly selective in the supermarket assets that it seeks to
acquire. As well as targeting assets which operate both as physical
supermarkets and online fulfilment centres, the Company also seeks to ensure
that its assets benefit from a good trading history for the operators, long
unexpired lease terms, contractual, upward only rental uplifts, strong tenant
covenants and geographic diversity. The Company has established a strong track
record of sourcing assets in advance of a fundraise and efficiently executing
acquisitions afterwards, thereby minimising the potentially negative effect of
cash drag on financial returns.

 

Since lockdown in late March, the Investment Adviser has deployed £240
million of capital on behalf of the Group in five separate transactions,
increasing the geographic coverage of the portfolio and diversifying the
tenant base.

 

Following the Company's recent acquisition of a Tesco store in Bracknell, the
Company has become fully invested giving the Company a current LTV of 42 per
cent. Since IPO, the Company has delivered total shareholder returns of 24 per
cent.

 

Use of Proceeds for the Initial Issue

 

The Investment Adviser believes that there is currently an attractive
opportunity for investors to gain exposure to supermarket property. In
contrast to many asset prices, including those in the wider UK real estate
sector, supermarket property yields have remained relatively stable over the
last few years, largely due to the continued covenant strengthening of the
supermarket operators and the favourable supply and demand dynamics in the
investment market.

 

The Company continues to explore investment opportunities across the market
and, owing to its growing reputation in this property sub-sector, is well
positioned to source opportunities which could, for example, come to market
from vendors which are selling to fund redemption requests.

 

As at the date of this Announcement, the Investment Adviser has identified
three assets with an aggregate value of approximately £135 million. All three
of the Target Assets support physical and online sales channels with a
weighted average unexpired lease term of 13 years. The average net initial
yield on the Target Assets is expected to be broadly in line with the existing
portfolio.

 

The Investment Adviser has undertaken its own initial due diligence and is in
advanced discussions with the owners of the Target Assets. No contractually
binding obligations for the sale and purchase of the Target Assets have been
entered into by the Investment Adviser or the Company. As such, there can be
no assurance that the Company will acquire any or all of the Target Assets.

 

In addition to the Target Assets, the Investment Adviser has identified a
pipeline of assets with an aggregate value of approximately £270 million that
meet the Company's acquisition criteria. While the Company is not committed to
acquiring any of these assets following the Initial Issue, such a pipeline
allows the Company to benefit from visibility on current pricing and provides
optionality if acceptable terms cannot be reached with its preferred vendors.

 

The consideration for the purchase of any or all of the Target Assets or
Pipeline, if made, will be met from the net proceeds from the Initial Issue
with any balance to be funded from debt financing.

 

Benefits of the Initial Issue

 

The Directors believe that the Initial Issue and the Placing Programme have
the following principal benefits for shareholders:

 

·      the Net Issue Proceeds will be used to invest in key operational
properties, let to some of the largest UK supermarket operators, further
diversifying the portfolio, supplementing the Company's growing, inflation
linked, income stream and capitalising on the Company's growing position in
the supermarket real estate market

 

·      the flexibility provided by the Placing Programme will allow the
Company to tailor future equity issuance to its immediate pipeline, providing
operational flexibility and minimising cash drag

 

·      an increase in the Company's equity should improve liquidity and
enhance the marketability of the Ordinary Shares and result in a broader
investor base over the longer term

 

·      an increase in the Company's equity will spread its fixed
operating expenses over a larger issued share capital

 

·      a compelling and sustainable dividend stream in the current
environment

 

The Directors believe that the Initial Issue, alongside the Placing Programme,
will increase the size and scale of the Company, and allow it, among other
things, to maximise its in-built economies of scale, including when
negotiating asset improvements and lease re-gears with its tenants.

 

Placing Programme

 

In light of the attractive pipeline of investment opportunities, the Directors
intend to continue to increase progressively the size and scale of the Company
in order to allow it, amongst other things, to maximise its in-built economies
of scale. In order to move closer to this objective, whilst also minimising
the costs associated with equity issues, the Directors intend to implement a
Placing Programme, alongside the Initial Issue. The Placing Programme, if
approved, would allow the Directors the flexibility to issue over the course
of the next 12 months, in aggregate, up to 450 million Ordinary Shares (less
the number of New Ordinary Shares issued pursuant to the Initial Issue).

 

Further information on the Initial Issue

 

The Company is proposing to raise approximately £150 million by way of the
issue of 144,230,769 new Ordinary Shares ("New Ordinary Shares") pursuant to
the Initial Issue, at the Issue Price of 104 pence per New Ordinary Share. The
Issue Price represents a discount of 6.3 per cent. to the closing price of 111
pence per existing Ordinary Share on 16 September 2020 (being the last
business day prior to the date of this Announcement) and a 3.0 per cent.
premium to the Company's last reported NAV per Ordinary Share as at 30 June
2020 of 101 pence.

 

The consideration for the purchase of the supermarket assets will be met from
the net proceeds from the Initial Issue, with any balance to be funded from
debt financing. If all the Target Assets were acquired, the total expected
purchase price, excluding acquisition costs, would be approximately £135
million. The £150 million target issue size pursuant to the Initial Issue
should enable the Company to purchase the Target Assets while the Pipeline
will ensure the Company benefits from negotiating flexibility when discussing
the acquisitions with vendors. If the Company has demand from investors of
less than £150 million, the Directors will consider which assets would best
suit the size of the Portfolio, which may include some or none of the Target
Assets.

 

In the event that the Company has demand from investors which exceeds £150
million, the Company may consider increasing the size of the Initial Issue
(subject to a maximum cap of 450 million New Ordinary Shares, being the total
size of the Placing Programme including the Initial Issue). Any decision to
upsize would only be made after careful consideration of the prevailing market
conditions, the availability and estimated price of the properties that the
Investment Adviser has identified as being suitable for purchase by the
Company and the length of time it would likely take to acquire them.

 

Following the Initial Issue and admission of the New Ordinary Shares to the
London Stock Exchange ("Admission"), the New Ordinary Shares will be issued
credited as fully paid and will rank pari passu with the existing Ordinary
Shares then in issue (save for any dividends or other distributions declared,
made or paid on the Ordinary Shares by reference to a record date prior to the
allotment of the New Ordinary Shares and any relevant Placing Programme
Shares). For the avoidance of doubt, New Ordinary Shares issued pursuant to
the Initial Issue will not carry the right to receive this first quarterly
dividend.

 

The Initial Issue is not underwritten. The Placing may be scaled back in order
to satisfy valid applications under the Offer for Subscription, and the Offer
for Subscription may be scaled back in favour of the Placing. The Initial
Issue may be scaled back by the Directors for any reason, including where it
is necessary to scale back allocations to ensure the Initial Issue proceeds
align with the Company's post fundraise acquisition and leverage targets.

 

The Offer for Subscription is only being made in the UK, but subject to
applicable law, the Company may allot and issue New Ordinary Shares on a
private placement basis to applicants in other jurisdictions.

 

The Initial Issue is conditional, inter alia, upon the following:

 

·      the resolutions to be proposed to Shareholders at the General
Meeting (the "Resolutions") being passed (without material amendment);

 

·      the placing agreement entered into today between the Company,
Stifel and the Investment Adviser in connection with the Initial Issue and the
Placing Programme (the "Placing Agreement") becoming unconditional in all
respects (save for the condition therein relating to admission and in respect
of any condition which relates to the Placing Programme) and not having been
terminated in accordance with its terms prior to Admission; and

 

·      Admission becoming effective by not later than 8.00 a.m. on 9
October 2020 (or such later time and/or date as the Company and Stifel may
agree, being not later than 8.00 a.m. on 6 November 2020).

 

Accordingly, if any of the conditions are not satisfied, or, if applicable,
waived, or if the Placing Agreement is terminated in accordance with its terms
prior to Admission, the Initial Issue will not proceed and application monies
will be returned to investors without interest as soon as possible. If the
Initial Issue does not proceed, the Placing Programme may still be implemented
assuming the Resolutions are passed.

 

The results of the Initial Issue are expected to be announced on 7 October
2020. The New Ordinary Shares will be credited as fully paid and will rank
pari passu in all respects with the Existing Ordinary Shares. The New Ordinary
Shares will be issued in registered form and will be capable of being held in
both certificated and uncertificated form.

 

Applications will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on the Specialist Fund Segment. It is
expected that Admission will become effective on, and that dealings for normal
settlement in the New Ordinary Shares will commence on the London Stock
Exchange by, 8.00 a.m. on 9 October 2020.

 

The Existing Ordinary Shares are already admitted to trading on the Specialist
Fund Segment and to CREST. It is expected that all of the New Ordinary Shares,
when issued and fully paid, will be capable of being held and transferred by
means of CREST. The New Ordinary Shares will trade under ISIN GB00BF345X11.

 

Expected timetable

 

 Latest time and date for receipt of forms of proxy in respect of the General  2.00 p.m. on 3 October 2020
 Meeting
 General Meeting                                                               2.00 p.m. on 5 October 2020
 Latest time and date for receipt of application forms under the Offer for     11.00 a.m. on 5 October 2020
 Subscription
 Latest time and date for receipt of commitments under the Placing             11.00 a.m. on 6 October 2020
 Results of the Initial Issue announced                                        by close of business on 7 October 2020
 Admission and dealings in New Ordinary Shares commence                        8.00 a.m. on 9 October 2020

 

The dates set out in the expected timetable above may be adjusted by the
Company. In such circumstances details of the new dates will be notified to
the Financial Conduct Authority and the London Stock Exchange and an
announcement will be made through a Regulatory Information Service.

 

Notice of General Meeting

 

The notice convening the General Meeting to authorise the Directors to
implement the Initial Issue and the Placing Programme will be set out in the
Appendix to the Prospectus, which is expected to be published following its
approval by the Financial Conduct Authority (and which will set out details of
the Initial Issue and the Placing Programme), and will be posted to
Shareholders. The General Meeting is expected to be held at 2 p.m. on 5
October 2020.

 

The Board believes that the Initial Issue and the Resolutions are in the best
interests of the Company and Shareholders as a whole. Accordingly, the Board
unanimously recommends that you vote in favour of the Resolutions, as the
Directors intend to do in respect of their own beneficial holdings.

 

Dealing codes

 

Ticker: SUPR

ISIN for the New Ordinary Shares: GB00BF345X11

SEDOL for the New Ordinary Shares: BF345X1

The Company's legal entity identifier: 2138007FOINJKAM7L537

 

Notes

 

Total shareholder return measured between IPO and 30 June 2020.

 

Terms used and not defined in this Announcement bear the meaning given to them
in the Prospectus proposed to be published by the Company following its
approval by the Financial Conduct Authority.

 

The target dividend is a target only and not a profit forecast. There can be
no assurance that the target will be met and it should not be taken as an
indication of the Company's expected or actual future results.

 

Important Information

 

This Announcement is an advertisement and does not constitute a prospectus
relating to the Company and does not constitute, or form part of, any offer or
invitation to sell or issue, or an invitation to purchase investments of any
description, or any solicitation of any offer to subscribe for, any securities
in the Company in any jurisdiction nor shall it, or any part of it, or the
fact of its distribution, form the basis of, or be relied on in connection
with or act as any inducement to enter into, any contract therefor. Copies of
the prospectus to be published by the Company will be available from
www.supermarketincomereit.com (http://www.supermarketincomereit.com) .

 

Recipients of this Announcement who are considering acquiring Ordinary Shares,
including any New Ordinary Shares, are reminded that any such acquisition must
be made only on the basis of the information to be contained in the Prospectus
(or any supplementary prospectus) which may be different from the information
contained in this Announcement and must not be made in reliance on this
Announcement.  The subscription for New Ordinary Shares is subject to
specific legal or regulatory restrictions in certain jurisdictions. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. The Company assumes no responsibility in the event that there is a
violation by any person of such restrictions.

 

This Announcement does not constitute and may not constitute and may not be
construed as a recommendation regarding the issue or the provision of
investment advice by any party. No information set out in this Announcement is
intended to form the basis of any contract of sale, investment decision or any
decision to purchase securities. Potential investors should consult a
professional advisor as to the suitability of an investment in the securities
for the person concerned.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations. Capital is at risk and investors need to understand the
risks of investing. Please refer to the Prospectus when published for further
information, in particular the "Risk Factors" section.

 

This Announcement may not be published, distributed, released or transmitted
by any means or media, directly or indirectly, in whole or in part, in or into
the United States.  This Announcement does not constitute an offer to sell,
or a solicitation of an offer to buy, securities in the United States.  The
securities mentioned herein have not been, and will not be, registered under
the U.S. 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 will not be offered, sold, exercised, resold, transferred or
delivered, directly or indirectly, in or into the United States or to, or for
the account or benefit of, any US person (as defined under Regulation S under
the US Securities Act) unless registered under the US Securities Act or
offered in a transaction exempt from, or not subject to, the registration
requirements of the US Securities Act. There will be no public offer of the
shares in the United States.  The Company has not been, and will not be,
registered under the U.S. Investment Company Act of 1940, as amended.

 

Neither this Announcement nor any copy of it may be: (i) taken or transmitted
into or distributed in Canada, Australia, Japan or the Republic of South
Africa or to any resident thereof, or (ii) taken or transmitted into or
distributed in Japan or to any resident thereof, or (iii) any other
jurisdiction where to do so might constitute a violation of the relevant laws
or regulations of such jurisdiction. Any failure to comply with these
restrictions may constitute a violation of the securities laws or the laws of
any such jurisdiction. The distribution of this Announcement in other
jurisdictions may be restricted by law and the persons into whose possession
this Announcement comes should inform themselves about, and observe, any such
restrictions.

 

This Announcement may include "forward-looking statements". All statements
other than statements of historical facts included in this Announcement,
including, without limitation, those regarding the Company's investment
strategy, plans, objectives and target returns are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and
accordingly the Company's actual future financial results and operational
performance may differ materially from the results and performance expressed
in, or implied by, the statements.  These factors include but are not limited
to those described in the Prospectus, when published. These forward-looking
statements speak only as at the date of this Announcement. The Company
expressly disclaims any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect actual results or any
change in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial Services and
Markets Act 2000, the Prospectus Regulation Rules or other applicable laws,
regulations or rules.

 

Stifel is acting only for the Company as financial adviser, sole bookrunner
and placing agent in connection with the matters described in this
Announcement and is not acting for or advising any other person, or treating
any other person as its client in relation thereto and will not be responsible
for providing the regulatory protection afforded to the duties of Stifel or
advice to any other person in relation to the matters contained herein. Such
persons should seek their own independent legal, investment and tax advice as
they see fit.

 

Neither Stifel or any of their respective directors, officers, employees,
advisers, affiliates or agents accepts any responsibility or liability
whatsoever for/or makes any representation or warranty, express or implied as
to the truth, accuracy or completeness of the information in this Announcement
(or whether any information has been omitted from the announcement) or any
other information relating to the Company or its subsidiaries, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection therewith.

 

This Announcement and the Prospectus have not been, and will not be, lodged
with the Australian Securities and Investments Commission as a disclosure
document under Chapter 6D of the Australian Corporations Act 2001 (the
"Australian Corporations Act''). This Announcement and the Prospectus does not
purport to include the information required of a disclosure document under
Chapter 6D of the Australian Corporations Act. Accordingly, this Announcement
and the Prospectus and any other document or material in connection with the
offer or sale, or invitation for subscription or purchase, of New Ordinary
Shares must not be issued or distributed directly or indirectly in or into
Australia, and no New Ordinary Shares may be offered for sale (or transferred,
assigned or otherwise alienated) to investors in Australia for at least 12
months after their issue, except in circumstances where disclosure to
investors is not required under Part 6D.2 of the Australian Corporations Act.
Each purchaser of New Ordinary Shares will be deemed to have acknowledged the
above and, by applying for New Ordinary Shares under this Announcement on the
basis of the Prospectus, gives an undertaking to the Company not to offer,
sell, transfer, assign or otherwise alienate those securities to persons in
Australia (except in the circumstances referred to above) for 12 months after
their issue.

 

The New Ordinary Shares have been and will not be qualified by a prospectus in
accordance with the document requirements under applicable securities law in
any Canadian jurisdiction and therefore may not be offered or sold, directly
or indirectly, in Canada except in compliance with applicable Canadian
securities laws. 23

 

In relation to each Member State of the European Economic Area (each, a
"Member State"), no New Ordinary Shares have been offered or will be offered
pursuant to the Initial Issue to the public in that Member State prior to the
publication of a prospectus in relation to the New Ordinary Shares having been
approved by the competent authority in that Member State or, where
appropriate, approved in another Member State and notified to the competent
authority in that Member State (all in accordance with the Prospectus
Regulation), except that offers of New Ordinary Shares may be made to the
public in that Member State at any time under the following exemptions under
the Prospectus Regulation:

 

a)   to any legal entity which is a "qualified investor" as defined under
the Prospectus Regulation;

 

b)   fewer than 150 natural or legal persons (other than "qualified
investors" as defined under the Prospectus Regulation), subject to obtaining
the prior consent of Stifel for any such offer; or

 

c)   in any other circumstances falling within Article 1(4) of the
Prospectus Regulation,

 

provided that no such offer of New Ordinary Shares shall require the Company
to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

 

For the purposes of this provision, the expression "offer to the public" in
relation to any offer of New Ordinary Shares in any Member State means the
communication in any form and by any means of sufficient information on the
terms of the Initial Issue, and any New Ordinary Shares to be offered, so as
to enable an investor to decide to purchase or subscribe for any New Ordinary
Shares.

 

In the case of any New Ordinary Shares being offered to a financial
intermediary, as that term is used in Article 5 of the Prospectus Regulation,
such financial intermediary will be deemed to have represented, warranted,
acknowledged and agreed that the New Ordinary Shares purchased and/or
subscribed for by it in the Initial Issue have not been purchased and/or
subscribed for on a non-discretionary basis on behalf of, nor have they been
purchased and/or subscribed for with a view to their offer or resale to,
persons in circumstances which may give rise to an offer of any New Ordinary
Shares to the public other than their offer or resale in a Member State to
"qualified investors" (as defined in the Prospectus Regulation) or in
circumstances in which the prior consent of Stifel has been obtained to each
such proposed offer or resale.

 

The Company and its affiliates, representatives and others will rely upon the
truth and accuracy of the foregoing representation, warranty, acknowledgement
and agreement. Notwithstanding the above, a person who is not a qualified
investor and who has notified Stifel of such fact in writing may, with the
consent of Stifel, be permitted to subscribe for and/or purchase New Ordinary
Shares in the Initial Issue.

 

The New Ordinary Shares have not been and will not be registered under the
Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948 as
amended) ("Financial Instruments and Exchange Act"), and may not be offered or
sold, directly or indirectly, in Japan or to, or for the benefit of, a
resident of Japan (including any corporation or entity organised under the
laws of Japan) or to others for re-offering or resale, directly or indirectly,
in Japan, except pursuant to an exemption from the registration requirements
of, and otherwise in compliance with, the Securities and Exchange Law and
other relevant laws and regulations of Japan.

 

This document will not be registered as a prospectus in terms of the Companies
Act 1973 in South Africa and, as such, any offer of New Ordinary Shares in
South Africa may only be made if it shall not be capable of being construed as
an offer to the public as envisaged by section 144 of the Companies Act 1973
in South Africa. Furthermore, any offer or sale of the New Ordinary Shares
shall be subject to compliance with South Africa's exchange control
regulations.

 

This Announcement and the Prospectus may only be freely circulated and
interests in the Company may only be freely offered, distributed or sold to
regulated financial intermediaries such as banks, securities dealers, fund
management companies, asset managers of collective investment schemes and
central banks as well as to regulated insurance companies. Circulating this
Announcement and the Prospectus and offering, distributing or selling New
Ordinary Shares to other persons or entities including qualified investors as
defined in the Federal Act on Collective Investment Schemes ("CISA") and its
implementing Ordinance ("CISO") may trigger, in particular, (i)
licensing/prudential supervision requirements for the distributor and/or the
Company, (ii) a requirement to appoint a representative and paying agent in
Switzerland and (iii) the necessity of a written distribution agreement
between the representative in Switzerland and the distributor. Accordingly,
legal advice should be sought before providing this document to and offering,
distributing or selling/on-selling New Ordinary Shares to any other persons or
entities. This Announcement and the Prospectus does not constitute an issuance
prospectus pursuant to Articles 652a or 1156 of the Swiss Code of Obligations
and may not comply with the information standards required thereunder. The New
Ordinary Shares will not be listed on the SIX Swiss Exchange nor on any other
stock exchange or regulated trading facility in Switzerland, and consequently,
the information presented in this Announcement and the Prospectus does not
necessarily comply with the information and disclosure standards set out in
the relevant listing rules. The documentation of the Company has not been and
will not be filed and approved, and may not be able to be approved, by the
Swiss Financial Market Supervisory Authority FINMA ("FINMA") under the Swiss
Collective Investment Schemes Act (CISA). Therefore, investors do not benefit
from protection under the CISA or supervision by FINMA. This document does not
constitute investment advice. It may only be used by those persons to whom it
has been provided in connection with the New Ordinary Shares and may neither
be copied nor directly or indirectly distributed or made available to other
persons. If you (or any person for whom you are acquiring New Ordinary Shares)
are in Switzerland, you (and any such person) represent and warrant that you
are (i) a regulated financial intermediary such as a bank, securities dealer,
fund management company, asset manager of collective investment schemes or a
central bank, or (ii) a regulated insurance institution.

 

The Initial Issue is not a public offering (within the meaning of the
Securities Act) of securities in the United States. The New Ordinary Shares
have not been, and will not be, registered under the 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 except in
reliance on Section 4(a)(2) of the Securities Act or in a transaction not
subject to the registration requirements of the Securities Act and in
accordance with applicable securities laws of any securities regulatory
authority of any state or other jurisdiction of the United States. Each
purchaser of New Ordinary Shares located outside the United States, by
accepting delivery of this Announcement and the Prospectus, will be deemed to
have represented, agreed and acknowledged that it has received a copy of
Announcement and the Prospectus and such other information as it deems
necessary to make an investment decision and that:

 

a)   it is not a US Person, is not located in the US and it is acquiring the
New Ordinary Shares in an offshore transaction meeting the requirements of
Regulation S;

 

b)   it is aware that the New Ordinary Shares have not been, and will not
be, registered under the Securities Act or under any applicable securities
laws or regulations of any state of the United States and may not be offered
or sold in the United States or to, or for the benefit of, US Persons absent
registration under, or an exemption from, or in a transaction not subject to
registration under, the Securities Act;

 

c)   if in the future it decides to offer, sell, transfer, assign or
otherwise dispose of the New Ordinary Shares, it will do so only in compliance
with an exemption from the registration requirements of the Securities Act;

 

d)   it understands that the Company, Stifel and their respective directors,
officers, agents, employees, advisers and others will rely upon the truth and
accuracy of the foregoing representations, agreements and acknowledgments;

 

e)   if any of the representations, agreements and acknowledgments made by
it are no longer accurate or have not been complied with, it will immediately
notify the Company and Stifel;

 

f)    if it is acquiring any New Ordinary Shares as a fiduciary or agent
for one or more accounts, it has sole investment discretion with respect to
each such account and it has full power to make, and does make, such foregoing
representations, agreements and acknowledgments on behalf of each such
account; and

 

g)   if all or part of the funds that it is using or will use to acquire New
Ordinary Shares are assets of an employee benefit plan (as defined in Section
3(3) of ERISA) subject to Title I of ERISA, or a plan described in Section
4975(e)(1) of the Code, or an entity whose underlying assets include plan
assets for purposes of ERISA or Section 4975 of the Code by reason of a plan's
investment in the entity, (i) its acquisition of New Ordinary Shares is
permissible under the documents governing the investment of such plan assets;
(ii) it has concluded that the acquisition of New Ordinary Shares is
consistent with applicable fiduciary responsibilities under ERISA, including
ERISA's prudence and diversification requirements, if applicable, and other
applicable law; and (iii) its acquisition and the subsequent holding of New
Ordinary Shares do not and will not constitute a non-exempt "prohibited
transaction" within the meaning of Section 406 of ERISA or Section 4975 of the
Code.

 

Each subscriber for New Ordinary Shares located within the United States, by
accepting delivery of this Announcement and the Prospectus, will be deemed to
have represented, agreed and acknowledged that it has received a copy of this
Announcement and the Prospectus and such other information as it deems
necessary to make an investment decision, that all of the foregoing
representations (b) - (f) are hereby made and that:

 

a)   it is acquiring the New Ordinary Shares for the subscriber's own
account, does not have any contract, undertaking or arrangement with any
person or entity to sell, transfer or grant a participation with respect to
any of the New Ordinary Shares and is not acquiring the New Ordinary Shares
with a view to or for sale in connection with any distribution of the New
Ordinary Shares;

 

b)   it or a purchaser representative, adviser or consultant relied upon by
it in reaching a decision to subscribe has such knowledge and experience in
financial, tax and business matters as to enable it or such adviser or
consultant to evaluate the merits and risks of an investment in the Company
and to make an informed investment decision with respect thereto;

 

c)   it understands and agrees that the New Ordinary Shares (i) will be
offered and sold to it in a transaction that will not be registered under the
Securities Act or under any state law, (ii) have not been and will not be
registered for offer or sale by it under the Securities Act or any state law,
and (iii) may not be reoffered or resold except in accordance with the
Securities Act and the rules and regulations thereunder, and all relevant
state securities and blue sky laws, rules and regulations; and it understands
that the Company has no intention to register the Company, the New Ordinary
Shares with the SEC or any state and is under no obligation to assist it in
obtaining or complying with any exemption from registration. The Company may
require that any transferor furnish a legal opinion satisfactory to the
Company and its counsel that the proposed transfer complies with any
applicable federal, state and any other applicable securities laws.
Appropriate stop transfer instructions may be placed with respect to the New
Ordinary Shares and any certificates issued representing the New Ordinary
Shares will contain the following legend;

 

THE ORDINARY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR IN ANOTHER TRANSACTION EXEMPT FROM, OR
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH
CASE IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF, THE UNITED STATES.

 

NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THE ORDINARY SHARES
REPRESENTED HEREBY. THE ORDINARY SHARES REPRESENTED HEREBY ARE "RESTRICTED
SECURITIES" WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE SECURITIES ACT AND
FOR SO LONG AS SUCH SHARES ARE "RESTRICTED SECURITIES", THEY MAY NOT BE
DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE
ORDINARY SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER,
BY ITS ACCEPTANCE OF ORDINARY SHARES, REPRESENTS THAT IT UNDERSTANDS AND
AGREES TO THE FOREGOING RESTRICTIONS.

 

d)   in formulating a decision to invest in the Company, it has not relied
or acted on the basis of any representations or other information purported to
be given on behalf of the Company except as set forth in the Prospectus (it
being understood that no person has been authorised by the Company to furnish
any such representations or other information);

 

e)   it recognises that there is currently no public market for the New
Ordinary Shares in the United States and that such a market in the United
States is not expected to develop; its overall commitment to the Company and
other investments which are not readily marketable is not disproportionate to
its net worth and it has no need for immediate liquidity in its investment in
the New Ordinary Shares;

 

f)    it can afford a complete loss of its investment in the Company and
can afford to hold its investment in the Company for an indefinite period of
time;

 

g)   if it is not a "natural person," it has not been and will not be formed
or "recapitalized" (as defined below) for the specific purpose of purchasing
the New Ordinary Shares and has substantial assets in addition to the funds to
be used to purchase the New Ordinary Shares;

 

h)   the New Ordinary Shares have not been offered to it by means of any
general solicitation or general advertising or directed selling efforts by the
Company or any person acting on its behalf, including without limitation (i)
any advertisement, article, notice, or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio,
or contained on a website that is not password-protected, or (ii) any seminar
or meeting to which it was invited by any general solicitation or general
advertising or directed selling efforts;

 

i)    it is a QIB, an Accredited Investor and a Qualified Purchaser and has
delivered to Stifel an investor representation letter; and

 

j)    if all or part of the funds that it is using or will use to acquire
New Ordinary Shares are assets of an employee benefit plan (as defined in
Section 3(3) of ERISA subject to Title I of ERISA, or a plan described in
Section 4975(e)(1) of the Code or an entity whose underlying assets include
plan assets for purposes of ERISA or Section 4975 of the Code by reason of a
plan's investment in the entity: (a) its acquisition of New Ordinary Shares is
permissible under the documents governing the investment of such plan assets;
(b) it has concluded that the acquisition of New Ordinary Shares is consistent
with applicable fiduciary responsibilities under ERISA (including ERISA's
prudence and diversification requirements) and other applicable law, if any;
and (c) its acquisition and the subsequent holding of New Ordinary Shares do
not and will not constitute a non-exempt "prohibited transaction" within the
meaning of Section 406 of ERISA or Section 4975 of the Code.

 

Subject to exemptions (if applicable), the Company shall not raise money in
Jersey by the issue anywhere of New Ordinary Shares, and this Announcement and
the Prospectus shall not be circulated in Jersey, without first obtaining
consent from the Jersey Financial Services Commission pursuant to the Control
of Borrowing (Jersey) Order 1958, as amended. No such consents have been
obtained by the Company. Subject to certain exemptions (if applicable), offers
for securities in the Company may only be distributed and promoted in or from
within Jersey by persons with appropriate registration under the Financial
Services (Jersey) Law 1998, as amended. It must be distinctly understood that
the Jersey Financial Services Commission does not accept any responsibility
for the financial soundness of or any representations made in connection with
the Company.

 

This Announcement and the Prospectus have not been approved or authorised by
the Guernsey Financial Services Commission for circulation in Guernsey, and
may not be distributed or circulated directly or indirectly to any persons in
the Bailiwick of Guernsey or than (i) by a person licensed to do so under the
terms of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as
amended, or (ii) to those persons regulated by the Guernsey Financial Services
Commission as licensees under the Protection of Investors (Bailiwick of
Guernsey) Law, 1987, as amended, the Banking Supervision (Bailiwick of
Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002
or the Regulation of Fiduciaries, Administration Business and company
Directors etc. (Bailiwick of Guernsey) Law, 2000.

 

The New Ordinary Shares will be offered, sold, placed or underwritten in
Ireland (a) except in circumstances which do not require the publication of a
prospectus pursuant to Article 3(2) of Directive 2003/71/EC as implemented in
Ireland pursuant to, (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of
2005), as amended, and the rules issued by the Central Bank of Ireland (the
"CBI") under Section 1363 of the Irish Companies Act 2014 (the "Irish
Companies Act"); (b) otherwise than in compliance with the provisions of the
Irish Companies Act; (c) otherwise than in compliance with the provisions of
the European Communities (Markets in Financial Instruments) Regulations 2007
(S.I. No. 60 of 2007), as amended, and Stifel and any introducer appointed by
the Company will conduct themselves in accordance with any codes or rules of
conduct and any conditions or requirements, or any other enactment, imposed or
approved by the CBI with respect to anything done by them in relation to the
Company; (d) otherwise than in compliance with the provisions of the MAR
together with all delegated and implementing regulations introduced
thereunder, the European Union (Market Abuse) Regulations 2016 (S.I. No. 349
of 2016) and the rules issued by the CBI under Section 1370 of the Irish
Companies Act; and (e) except to "professional investors" as defined in the
AIFMD and otherwise in accordance with the AIFMD, Commission Delegated
Regulation 231/2013, the Irish European Union (Alternative Investment Fund
Managers) Regulations 2013 (S.I. No. 257 of 2013), as amended, and any rules
issued by the CBI pursuant thereto.

 

No offer of New Ordinary Shares, which are the subject of the Initial Issue
contemplated by this Announcement, has been made or will be made in the
Netherlands, unless in reliance on Article 3(2) of the Prospectus Regulation
and provided such offer is made exclusively to individuals who or legal
entities which are or considered to be "qualified investors" (gekwalificeerde
beleggers) within the meaning of section 1:1 of the Dutch Financial
Supervision Act (Wet op het financieel toezicht, or the Wft).

 

The Initial Issue is available, and are and may be made, in or from within the
Isle of Man and this Announcement and the Prospectus is being provided in or
from within the Isle of Man only: (i) by persons licensed to do so under the
Isle of Man Financial Services Act 2008; or (ii) to persons: (a) licensed
under Isle of Man Financial Services Act 2008; or (b) falling within exclusion
2(r) of the Isle of Man Regulated Activities Order 2011 (as amended); or (c)
whose ordinary business activities involve them in acquiring, holding,
managing or disposing of shares or debentures (as principal or agent), for the
purposes of their business. The Initial Issue referred to in this Announcement
and the Prospectus are not available in or from within the Isle of Man other
than in accordance with paragraphs (i) and (ii) above and must not be relied
upon by any person unless made or received in accordance with such paragraphs.

 

Investors in jurisdictions other than Australia, Canada, Japan, South Africa,
Switzerland and the United States should consult their professional advisers
as to whether they require any governmental or other consents or need to
observe any formalities to enable them to purchase any New Ordinary Shares.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, 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 New Ordinary Shares
have been subject to a product approval process, which has determined that the
New Ordinary 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 MiFID II; and (ii) eligible for
distribution to retail investors through advised sales only and to
professional clients and eligible counterparties through all distribution
channels as are permitted by MiFID II  (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the New Ordinary Shares may decline and investors could lose all
or part of their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the New Ordinary Shares
is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Initial Issue and the Placing Programme.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of 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 New
Ordinary Shares.

 

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.

 

Marketing disclosures pursuant to AIFMD (as defined below)

 

The Company is an externally managed alternative investment fund and has
appointed the AIFM as its alternative investment fund manager.

 

Pursuant to Article 23 of AIFMD and the Alternative Investment Fund Managers
Regulations 2013 (No. 1173/2013) and the Investment Funds Sourcebook of the
FCA (the "UK AIFMD Rules"), the AIFM is required to make available to persons
in the European Union who are invited to and who choose to participate in the
Initial Issue, by making an oral or written offer to subscribe for New
Ordinary Shares, including any individuals, funds or others on whose behalf a
commitment to subscribe for New Ordinary Shares is given (the "Subscribers")
certain information (the "Article 23 Disclosures"). For the purposes of the
Initial Issue, the AIFM has made the Article 23 Disclosures available to
Subscribers in the 'Investor - Shareholder Information' section of the
Company's website at: www.supermarketincomereit.com
(http://www.supermarketincomereit.com) .

 

PRIIPS (as defined below)

 

In accordance with the Regulation (EU) No 1286/2014 of the European Parliament
and of the Council of 26 November 2014 on key information documents for
packaged retail and insurance-based investment products ("PRIIPs") and its
implementing and delegated acts (the "PRIIPs Regulation"), the AIFM has
prepared a key information document (the "KID") in respect of the Ordinary
Shares. The KID is made available by the AIFM to "retail investors" prior to
them making an investment decision in respect of the Ordinary Shares at
www.supermarketincomereit.com (http://www.supermarketincomereit.com) .

 

If you are distributing Ordinary Shares, it is your responsibility to ensure
that the KID is provided to any clients that are "retail clients".

 

The Company is the only manufacturer of the Ordinary Shares for the purposes
of the PRIIPs Regulation and none of Stifel or the AIFM are manufacturers for
these purposes. None of Stifel or the AIFM makes any representations, express
or implied, or accepts any responsibility whatsoever for the contents of the
KID prepared by the Company nor accepts any responsibility to update the
contents of the KID in accordance with the PRIIPs Regulation, to undertake any
review processes in relation thereto or to provide the KID to future
distributors of Ordinary Shares.  Each of Stifel or the AIFM and their
respective affiliates accordingly disclaim all and any liability whether
arising in tort or contract or otherwise which it or they might have in
respect of the key information documents prepared by the Company. Investors
should note that the procedure for calculating the risks, costs and potential
returns in the KID are prescribed by laws. The figures in the KID may not
reflect actual returns for the Company and anticipated performance returns
cannot be guaranteed.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
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