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

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RNS Number : 4669N  Supermarket Income REIT PLC  30 September 2021

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN,
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION.

 

This Announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018. Upon the publication of this
Announcement, this inside information is now considered to be in the public
domain.

 

30 September 2021

 

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-linked, long income from grocery property in the UK, announces
its intention to raise approximately £100 million by way of a placing (the
"Placing") and an offer for subscription (the "Offer for Subscription",
together with the Placing the "Initial Issue") at an issue price of 115 pence
per New Ordinary Share.

 

Highlights

 

·      The issue price of 115 pence per share (the "Issue Price")
represents a discount of 4.2 percent to the closing price of 120 pence per
existing ordinary share of £0.01 each in the capital of the Company (the
"Ordinary Shares") on 29 September 2021 (being the last business day prior to
this Announcement) and a 6.5 percent premium to the Company's last reported
EPRA NTA per Ordinary Share as at 30 June 2021 of 108 pence

 

·      The Net Issue Proceeds will be used to make additional
investments in accordance with the Company's investment criteria, further
diversifying the Group's Portfolio and capitalising on its leading position in
the UK supermarket real estate market

 

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

 

o  four assets with an aggregate value of approximately £180 million (the
"Target Assets"), with three assets each currently under exclusivity and an
additional asset in advanced due diligence; and

 

o  a further pipeline of seven assets with an aggregate value of
approximately £420 million that meet the Company's acquisition criteria
(together, the "Pipeline")

 

·      The £100 million target size for the Initial Issue, together
with associated debt financing, should enable the Company to purchase some of
the Target Assets. If the target Initial Issue size is exceeded, the Company
will consider the possibility of acquiring additional assets in the Pipeline

 

The Investment Adviser has proven its ability to identify and acquire
attractive investments for the Group. Since the Company's IPO on the London
Stock Exchange in July 2017 (the "IPO"), the Investment Adviser has deployed
over £1.2 billion of capital (excluding acquisition costs) on behalf of the
Group into a direct portfolio consisting of 35 supermarket sites (the "Direct
Portfolio") and an indirect interest in a further 26 Sainsbury's supermarkets
through the Company's joint venture with British Airways Pension Trustees
Limited. The Company continues to explore investment opportunities across the
market, utilising the Investment Adviser's extensive contacts in the UK real
estate market to source investment opportunities, in particular, through
access to contacts such as institutions, property companies, REITs and tenant
occupiers in addition to an existing network of investment agency contracts.

 

In conjunction with the Initial Issue, the Directors intend to implement a
Placing Programme to enable the Company to raise additional equity capital
through the issue of up to 450 million Ordinary Shares over the course of the
next 12 months. The Placing Programme will allow the Company to tailor future
equity issuance(s) to its pipeline, providing flexibility and minimising cash
drag.

 

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

 

Both the Initial Issue and Placing Programme are subject to the approval of
the shareholders of the Company ("Shareholders") in a 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:

 

"The sustained growth in grocery sales, including the increased penetration of
online, is driving value creation in the supermarket investment market. The
Company has carefully grown its Portfolio to over £1.4 billion through
selective and accretive acquisitions, whilst delivering investors a stable and
growing income return.

 

"With an attractive Pipeline of assets in place, this fundraise will enable
the Company to continue to execute on a number of transactions that meet our
investment criteria, building on our strong track record of deploying capital
into additional key omnichannel properties let to some of the UK's largest
supermarket operators."

 

 

For further information, please contact:

Atrato Capital Limited
 
            +44 (0)20 3790 8087

Steve Noble

Rob Abraham

Carcie Rogers

 

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

 

Omnichannel properties have become the dominant model for last-mile grocery
fulfilment. The seamless integration between online and offline fulfilment,
together with the growing profitability of online operations, is a very
significant development within the grocery industry, empowering operators to
be truly agnostic to channel. The global themes of the consumer demanding more
choice, better quality, faster fulfilment and all at lower prices, results in
large omnichannel supermarkets being ideally placed to serve these desires
whether online or physical.

 

The change in consumer behaviour towards greater working at home and the
increased market penetration of online grocery has resulted in a long-term
structural shift in grocery demand. While the pace of growth of the grocery
market has inevitably slowed post the height of the pandemic and a more normal
life resumes, there is not expected to be a return to the historical working
patterns, with greater home working leading to a bigger household spend on
grocery. IGD now estimates the UK grocery market will reach £212 billion in
2021, representing a circa 11 percent increase versus 2019, and growing to
over £217 billion by 2023.

 

This expected long-term growth in the UK grocery market has been demonstrated
by the record flow of investment into the sector by a broad range of
institutional investors, including the £14 billion of net investment from the
sale of Asda and potential pending take private of Morrisons. In addition,
there has also been record levels of capital investment into the supermarket
property sector from investors looking for assets that offer consistent
returns, underpinned by solid corporate covenants and low rent to turnover
ratios.

 

To understand the trend in grocery sector growth it is important to compare
2021 sales to 2019, which was the last full pre-COVID-19 year. In 2020,
prolonged lockdowns caused a one-off temporary boost to sales making it a poor
comparator for underlying trends. To illustrate this, in the 12-week period
up to 5 September 2021, UK grocery sales fell by 2 percent versus the same
period in 2020.  However, when compared to the same 12-week period in 2019,
2021 sales were up 9 percent.

 

The pandemic has accelerated the move to online grocery shopping, propelling
the online channel to 13 percent of the market, from 8 percent a year earlier
and represents between 12 percent and 18 percent of Tesco and Sainsbury's
total sales, respectively.(()1()) Much of this increase in demand for online
grocery is here to stay, as online ordering becomes an integrated part of
customers' grocery shopping habits.

 

The major supermarket operators have supplied much of the capacity that has
enabled online sales to grow so quickly. Tesco, Sainsbury's and Asda now
provide over 80 percent of UK online capacity as measured by delivery slots.
This dominance has been achievable due to their extensive national networks of
omnichannel supermarkets, which are extremely well placed to provide last mile
delivery. Larger supermarket sites were very effective in their response to
the increased demand for food and, importantly, had the operational
flexibility to rapidly increase online fulfilment capacity.

 

A key pillar of the Company's strategy is investing in omnichannel
supermarkets that facilitate in-store shopping, while also forming part of the
UK's online grocery distribution network. The substantial capacity growth by
Tesco, Asda, Sainsbury's and Morrisons to meet online demand has refocused the
vital role of the omnichannel store operating as last mile logistics nodes in
the nation's food supply network.

 

The growing dominance of the omnichannel model in the UK's online grocery
market, together with the 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 strength and resilience of the tenant base is demonstrated by the Group's
rent collection performance, with 100 percent of the grocery rent falling due
for 2021 collected. Additionally, the Company experienced continued valuation
growth in its Direct Portfolio with 8.5 percent valuation growth on a
like-for-like basis and 6.9 percent growth in EPRA NTA to 108 pence per
Ordinary Share as at 30 June 2021.

 

The Company's stable, inflation-linked income stream has enabled it to
increase its quarterly dividend in line with inflation each year since its IPO
in July 2017. During the year, the Company has declared dividends totalling
5.86 pence per Ordinary Share. The dividend target has been increased in line
with the inflation-linked rent reviews received during the previous financial
year. This will result in an annual dividend target of 5.94 pence per Ordinary
Share for the financial year ending 30 June 2022, which equates to a dividend
yield of 5.2 percent on the Issue Price.

 

The Company has declared a dividend of 1.485 pence per Ordinary Share in
respect of the first quarter of the financial year ending 30 June 2022. The
ex-dividend date for the first quarterly dividend is 7 October 2021 and it is
expected to be paid on or around 16 November 2021. 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. Since its
IPO, the Company has carefully grown its Portfolio through selective and
accretive acquisitions. As at 30 September 2021 the Company directly owns 35
UK supermarket assets with an aggregate value of £1.2 billion. The Direct
Portfolio is predominantly let on fully repairing and insuring lease terms,
with 89 percent of rental income subject to upward only, index-linked rent
reviews or fixed uplifts. As at 30 September 2021, the Direct Portfolio
generates an annualised passing rent roll of £62.7 million, with a current
weighted averaged unexpired lease term of 15 years and net initial yield of
4.7 percent.

 

The Company also is invested in a 50:50 joint venture with British Airways
Pension Trustees Limited ("BAPTL") that holds a 51 percent beneficial interest
in a securitised portfolio of 26 Sainsbury's supermarkets (the "Indirect
Portfolio") which it initially acquired in May 2020 before increasing its
interest in February 2021. The Company's stake in the Indirect Portfolio is
valued at £130.3 million. The remaining 49 percent beneficial interest is
held by Sainsbury's plc. In September 2021, the Company announced that
Sainsbury's has exercised a purchase option to acquire 13 stores within the
Indirect Portfolio, which is expected to be completed in March 2023 upon
expiry of the current operational leases.

 

Combined, the Company's Direct and Indirect Portfolio has an aggregate value
of £1.4 billion. Despite a challenging and competitive environment, the Group
has demonstrated that it can continue to grow its Portfolio on accretive terms
whilst being highly selective with its approach to acquisition opportunities.
In addition to 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.

 

Following the Company's recent acquisition of six supermarkets for a total
purchase price of £113.1 million (excluding acquisition costs), the Company
has become fully invested, giving the Company a current net LTV of 39.3
percent.((2)) Since IPO, the Company has delivered total shareholder returns
of 40 percent.((3))

 

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.
Supermarket property yields continue to represent an attractive investment
opportunity, largely due to the growing levels of demand in the UK grocery
market and the favourable supply and demand dynamics in the underlying
property investment market.

 

The Company continues to explore investment opportunities across the market
and utilises the Investment Adviser's extensive contacts in the UK real estate
market to source investment opportunities, in particular, through access to
contacts such as institutions, property companies, REITs and tenant occupiers
in addition to an existing network of investment agency contracts.

 

As at the date of this Announcement, the Investment Adviser has identified
four assets with an aggregate value of approximately £180 million, with three
assets each currently under exclusivity  (totalling £110 million) and an
additional asset in advanced due diligence. The Target Assets support physical
and online sales channels with a weighted average unexpired lease term of 16
years. The average net initial yield on the Target Assets is expected to be
broadly in line with the existing Portfolio.

 

The £100 million target Initial Issue size, together with associated debt
financing, should enable the Company to purchase some of the Target Assets.

 

The Investment Adviser has undertaken its own preliminary due diligence and
negotiations in connection with certain Target Assets. Following Admission,
the Directors may or may not accept the Target Assets or other assets as being
suitable for the Company and may or may not pursue any such opportunities.

 

In addition to the Target Assets, the Investment Adviser has identified a
further Pipeline of seven assets with an aggregate value of approximately
£420 million that meet the Company's acquisition criteria and has started to
perform preliminary due diligence on these assets. If the target Initial Issue
size is exceeded, the Company will consider the possibility of acquiring
additional assets in the Pipeline, but is not committed to doing so. When
making this decision, the Company will consider, inter alia, the level and
quality of assets, the near-term availability of the assets at what it regards
to be the right price, and the projected financial position of the Company
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.

 

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, index-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

 

 

Placing Programme

 

In light of the attractive Pipeline, the Directors intend to seek to continue
to increase progressively the size and scale of the Company in order to allow
it, amongst other things, to enhance its in-built economies of scale,
including when negotiating asset improvements and lease re-gears with its
tenants. 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), as
well as 63,009,765 new Ordinary Shares available under existing authorities
obtained at the annual general meeting.

 

Further information on the Initial Issue

 

The Company is proposing to raise approximately £100 million by way of the
issue of 86,956,522 New Ordinary Shares pursuant to the Initial Issue, at the
Issue Price of 115 pence per New Ordinary Share. The Issue Price represents a
discount of 4.2 percent to the closing price of 120 pence per Existing
Ordinary Share on 29 September 2021 (being the last business day prior to the
date of this Announcement) and a 6.5 percent premium to the Company's last
reported EPRA NTA per Ordinary Share as at 30 June 2021 of 108 pence.

 

The consideration for the purchase of further supermarket assets will be met
from the Net Issue Proceeds, 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 £180 million. The
£100 million target issue size pursuant to the Initial Issue, together with
associated debt financing, should enable the Company to purchase some of 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 £100 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 £100
million, the Company may consider increasing the size of the Initial Issue
(subject to a maximum of the aggregate of 450 million New Ordinary Shares,
being the total size of the Placing Programme including the Initial Issue, and
63,009,765 new Ordinary Shares available under existing authorities obtained
at the last annual general meeting). 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 to trading of the New Ordinary
Shares on the specialist fund segment of the Main Market of the London Stock
Exchange ("Admission"), the New Ordinary Shares will be issued and credited as
fully paid and will rank pari passu with the Existing Ordinary Shares (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 a.m. on 22
October 2021 (or such later time and/or date as the Company and Stifel may
agree, being not later than 8 a.m. on 19 November 2021).

 

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 20 October
2021. 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 Admission. 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 a.m. on 22 October 2021.

 

The Existing Ordinary Shares are already admitted to trading on the specialist
fund segment of the Main Market of the London Stock Exchange 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

 

 Initial Issue opens                                                           30 September 2021
 Latest time and date for receipt of forms of proxy in respect of the General  2 p.m. on 14 October 2021
 Meeting
 General Meeting                                                               2 p.m. on 18 October 2021
 Latest time and date for receipt of application forms under the Offer for     11 a.m. on 18 October 2021
 Subscription
 Latest time and date for receipt of commitments under the Placing             11 a.m. on 19 October 2021
 Results of the Initial Issue announced                                        on 20 October 2021
 Admission and dealings in New Ordinary Shares commence                        8 a.m. on 22 October 2021

 

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 FCA and the London Stock Exchange and an announcement will be made through
a Regulatory Information Service.

 

Terms used and not defined in this Announcement bear the meaning given to them
in the Prospectus expected to be published shortly by the Company following
its approval by the FCA.

 

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 by the Company
shortly following its approval by the FCA (and which will set out details of
the Initial Issue and the Placing Programme), and which will be posted to
Shareholders. The General Meeting is expected to be convened for 2 p.m. on 18
October 2021.

 

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

 

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.

 

(1)  IGD and operators 2021 Q1 investor presentations

(2)  Based on the Direct Portfolio only

(3)  Total shareholder return based on share price movement and total
dividends paid for the period between IPO and 30 June 2021

 

Important Information

 

The person responsible for arranging for the release of this announcement on
behalf of Supermarket Income REIT plc is Carcie Rogers, Head of Investor
Relations of Atrato Capital Limited.

 

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. This
Announcement does not constitute a recommendation regarding any securities.
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 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 (or any supplementary
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) 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 authorised and regulated in the United Kingdom by the Financial
Conduct Authority and Stifel Europe Bank AG ("Stifel AG") is authorized and
regulated by the German Financial Supervisory Authority (Bundesanstalt fur
Finanzdienstleistungsaufsicht, or BaFin).  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 neither Stifel nor Stifel
AG are 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 clients of Stifel or Stifel AG 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, Stifel AG 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 Corporations Act 2001 (Cth) (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 and accepted 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.

 

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)   to 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 within the EEA, as that term is used in 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.

 

In the case of any New Ordinary Shares being offered to a financial
intermediary within the United Kingdom as that term is used in the UK
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 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 the United Kingdom to
"qualified investors" (as defined in the UK 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.

 

The New Ordinary Shares and any related services, information and opinions
described or referenced in this Announcement and the Prospectus are not, and
may not be, offered or marketed to or directed at persons in Switzer-land (a)
that do not meet the definition of "qualified investor" pursuant to the Swiss
Federal Act on Collective Investment Schemes of 23 June 2006 ("CISA")
("Non-Qualified Investors"), or (b) that are high net worth individuals
(including private investment structures established for such high-net worth
individuals if they do not have professional treasury operations) that have
opted out of customer protection under the Swiss Federal Financial Services
Act of 15 June 2018 ("FinSA") and that have elected to be treated as
"professional clients" and "qualified investors" under the FinSA and the CISA,
respectively ("Elective Qualified Investors").

 

In particular, none of the information provided in this Announcement and the
Prospectus should be construed as an offer in Switzerland for the purchase or
sale of New Ordinary Shares or any related services, nor as advertising in
Switzerland for New Ordinary Shares or any related services, to or directed at
Non-Qualified Investors or Elective Qualified Investors. Circulating or
otherwise providing access to this Announcement and the Prospectus or
offering, advertising, offering or selling New Ordinary Shares or any related
services to Non-Qualified Investors or Elective Qualified Investors may
trigger, in particular, approval requirements and other regulatory
requirements in Switzerland.

 

The New Ordinary Shares and any related services may not be (and are not
hereby) publicly offered, directly or indirectly, in Switzerland within the
meaning of the FinSA and no application has or will be made to admit the New
Ordinary Shares to trading on any trading venue (exchange or multilateral
trading facility) in Switzerland. Neither this Announcement and the Prospectus
nor any other offering or marketing material relating to the New Ordinary
Shares constitutes a prospectus pursuant to the FinSA or pursuant to Swiss
trading venue rules and it may thus not fulfil the information standards
established thereunder. No key information document pursuant to Swiss law has
been established for the New Ordinary Shares. Neither this Announcement and
the Prospectus nor any other offering or marketing material relating to the
New Ordinary Shares may be listed publicly distributed or otherwise made
publicly available in Switzerland.

 

This Announcement and the Prospectus has not been and will not be approved,
and may not be able to be approved, by the Swiss Financial Market Supervisory
Authority FINMA ("FINMA") under the CISA. Therefore, investors will not
benefit from protection under CISA or supervision by FINMA. These materials do
in particular not constitute investment advice.

 

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 "qualified institutional buyer" as such term is defined in
Rule 144 under the US Securities Act, a "qualified purchaser" within the
meaning of Section 2(a)(51) of the Investment Company Act and the rules
thereunder and an "accredited investor" as defined in Rule 501 under the US
Securities Act and has delivered to Stifel an investor representation letter
to such effect;; 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.

 

The New Ordinary Shares are only suitable for sophisticated investors who have
the requisite knowledge and experience of financial and business matters to
evaluate the merits and understand the risks of such an investment. Neither
this Announcement or the Prospectus has been approved by or filed with the
Jersey Financial Services Commission (the "JFSC"). New Ordinary Shares may
only be issued pursuant to the Initial Issue where such issue is valid in the
United Kingdom or Guernsey. This Announcement and the Prospectus are
circulated in Jersey only to persons similar to those to whom, and in a manner
similar to that in which, it is for the time being circulated in the United
Kingdom or Guernsey as the case may be. Consent under the Control of Borrowing
(Jersey) Order 1958 has not been obtained for the circulation of this
Announcement and the Prospectus and it must be distinctly understood that the
JFSC does not accept any responsibility for the financial soundness of or any
representations made in connection with the Company. By accepting the offer
that is the subject of this Announcement and the Prospectus, each prospective
investor in Jersey represents and warrants that he or she is in possession of
sufficient information to be able to make a reasonable evaluation of the
offer. 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. Neither the Company nor the activities of any functionary with
regard to the Company are subject to the provisions of the Financial Services
(Jersey) Law 1998.

 

Neither the Company, the Announcement nor the Prospectus have been submitted
to or approved or authorised by the Policy Council of the States of Guernsey
or the Guernsey Financial Services Commission (the "Commission"). The Company
will not be regulated by the Commission. The Commission has no ongoing
responsibility to monitor the performance of the Company or to protect the
interests of investors. This Announcement and the Prospectus and any other
offering material relating to the New Ordinary Shares will not be distributed
or caused to be distributed directly or indirectly to private investors in the
Bailiwick of Guernsey. To the extent to which any promotion of the New
Ordinary Shares is deemed to take place in the Bailiwick of Guernsey, the New
Ordinary Shares are only being promoted in or from within the Bailiwick of
Guernsey to persons licensed under the Protection of Investors (Bailiwick of
Guernsey) Law, 1987 (as amended), the Regulation of Fiduciaries,
Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey)
Law, 2000 (as amended), the Insurance Business (Bailiwick of Guernsey) Law,
2002 (as amended), the Insurance Managers and Insurance Intermediaries
(Bailiwick of Guernsey) Law, 2002 (as amended) or the Banking Supervision
(Bailiwick of Guernsey) Law, 1994 (as amended). Promotion is not being made in
any other way.

The New Ordinary Shares will not 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, sale, transfer or delivery 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, as part of their initial distribution or
at any time thereafter , directly or indirectly, other than to individuals or
legal entities which are 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).

JTC Global AIFM Solutions Limited, the AIFM to the Company, makes use of the
Dutch national private placement regime referred to in Section 1:13b of the
Wft. As a consequence, the offering of the New Ordinary Shares does not
require JTC Global AIFM Solutions Limited, the AIFM to the Company, or the
Company to have a license pursuant to the Wft. In accordance with the Dutch
national private placement regime, the AIFM is subject to certain reporting
requirements vis-à-vis the Netherlands Authority for Financial Markets
(Autoriteit Financiële Markten or the AFM) and the Dutch Central Bank (De
Nederlandsche Bank).

 

The Initial Issue is available, and are and may be made, in or from within the
Isle of Man and this document 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) in accordance with any relevant exclusion contained
within the Regulated Activities Order 2011 (as amended) or exemption contained
in the Financial Services (Exemptions) Regulations 2011 (as amended). 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.

 

 

The Financial Services Regulatory Authority of the Abu Dhabi Global Market
accepts no responsibility for reviewing or verifying the Announcement or the
Prospectus or other documents in connection with this Initial Issue. The New
Ordinary Shares to which this Announcement and the Prospectus relates may be
illiquid and/or subject to restrictions on their resale. Prospective
purchasers should conduct their own due diligence on the New Ordinary Shares.
If you do not understand the contents of this Announcement and the Prospectus
you should consult an authorised financial adviser. The offer of the New
Ordinary Shares set out in this Prospectus is not available to retail clients.

 

This Announcement and the Prospectus has not been submitted for approval by,
and no advertising or other offering materials have been filed with, the
Belgian Financial Services and Markets Authority ("Autoriteit voor Financiële
Diensten en Markten" / "Autorité des services et marchés financiers"). The
New Ordinary Shares may not be distributed in Belgium by way of an offer to
the public save in those circumstances commonly called "private placement" set
out, as applicable, in Article 1 §4 of the Regulation (EU) 2017/1129 on the
prospectus to be published when securities are offered to the public or
admitted to trading on a regulated market, and article 5, §1 of the Belgian
Law of 19 April 2014 on alternative investment funds and their managers, and
to the extent the (potential) investor to whom this Announcement and the
Prospectus is distributed does not qualify as a "consumer" within the meaning
of Article I.1, 2° of the Belgian Code of Economic Law of 28 February 2013
(the "Code of Economic Law") unless the distribution is made in compliance
with the Code of Economic Law and its implementing regulations. This
Announcement and the Prospectus may be distributed in Belgium only to such
(potential) investors for their personal use and exclusively for the purposes
of this offering of the New Ordinary Shares. Accordingly, this Announcement
and the Prospectus may not be used for any other purpose nor passed on to any
other (potential) investor in Belgium

 

The offering of the New Ordinary Shares has not been approved or licensed by
the UAE Securities and Commodities Authority ("SCA") or any other relevant
licensing authorities in the United Arab Emirates ("UAE"), and accordingly
does not constitute a public offer of securities in the UAE in accordance with
the Commercial Companies Law, Federal Law No. 2 of 2015 Concerning Commercial
Companies (as amended), SCA Board of Directors Resolution No. 13 B.C of 2021
Concerning  the Rules of Financial Activities, and the Status Rectification
Mechanism (the "SCA Rulebook") or otherwise. Accordingly, the New Ordinary
Shares may not be offered to the public in the UAE. This Announcement and the
Prospectus is strictly private and confidential and is being issued to a
limited number of investors in the UAE: (i) who fall within the exemptions set
out in the SCA Rulebook (i.e. Professional Investors) and have confirmed the
same; and (ii) upon their request and confirmation that they understand that
the  shares  have not been approved or licensed by or registered with the SCA
or any other relevant licensing authorities or governmental agencies in the
UAE; and (iii) must not be provided to any person other than the original
recipient, and may not be reproduced or used for any other purpose.

 

 

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) the Product Intervention and Product Governance Sourcebook of the
FCA Handbook; and (b) EU Directive 2014/65/EU on markets in financial
instruments, as amended ("MiFID II") and Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II, which are
incorporated into UK law by virtue of the European Union (Withdrawal) Act
2018, as amended by The Markets in Financial Instruments (Amendment) (EU Exit)
Regulations 2018, as amended from time to time (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 the FCA Handbook; 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 applicable law  (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; 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 acts and its
implementing and delegated acts, which is incorporated into UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended by The Packaged Retail
and Insurance-based Investment Products (Amendment) (EU Exit) Regulations
2019, as amended from time to time (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 New Ordinary Shares at
www.supermarketincomereit.com (http://www.supermarketincomereit.com) .

 

If you are distributing New 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 New Ordinary Shares for the
purposes of the PRIIPs Regulation and neither Stifel nor the AIFM are
manufacturers for these purposes. Neither Stifel nor 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
and 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.

 

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rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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