REG - Supermarket Inc REIT - Proposed Issue of New Ordinary Shares
07/04/2022 07:00
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RNS Number : 5555H Supermarket Income REIT PLC 07 April 2022
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PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
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SOUTH AFRICA 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.
7 April 2022
SUPERMARKET INCOME REIT PLC
(the "Company" or together with its subsidiaries the "Group")
Proposed Issue of New Ordinary Shares
The board of directors (the "Board" or the "Directors") of Supermarket Income
REIT plc, the real estate investment trust providing secure,
inflation-protected, long income from grocery property in the UK,
announces its intention to raise approximately £175 million by way of a
placing pursuant to the Placing Programme, at an issue price of 121 pence per
New Ordinary Share (the "Issue").
Highlights
· The issue price of 121 pence per New Ordinary Share (the "Issue
Price") represents a discount of 4.3 percent to the closing price of 126.5
pence per existing Ordinary Share of £0.01 each in the capital of the Company
(the "Ordinary Shares") on 6 April 2022 (being the last business day prior to
this Announcement) and a 7.1 percent premium to the Company's last reported
EPRA NTA per Ordinary Share of 113 pence as at 31 December 2021
· Secure, inflation-protected, long income grocery property
portfolio with capital appreciation potential and 85 percent of current
portfolio rental income directly linked to inflation
· Following the Company's successful migration of its listing to
the premium segment on 23 February 2022, the Company expects to be eligible
for inclusion in the FTSE UK and FTSE EPRA NAREIT Index Series at the Q2 2022
index review
· The proceeds from the Issue 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 assets with an aggregate value of approximately £150 million currently
under exclusivity and additional assets with an aggregate value of
approximately £120 million currently in advanced due diligence (the "Target
Assets")
o a further pipeline of assets with an aggregate value of approximately
£440 million that meet the Company's investment criteria (together, the
"Pipeline")
· The £175 million target size for the Issue, together with
associated debt financing, should enable the Company to purchase some of the
Target Assets. If the target Issue size is exceeded, the Company will consider
the possibility of acquiring additional assets in the Pipeline
· The Company and the Investment Adviser have a highly successful
acquisition track record and, in the period July 2021 to date, the Company has
acquired £372 million of supermarket property assets, fully investing the
proceeds of the oversubscribed equity raise of £200 million in October 2021.
This represented the eighth consecutive time that the Company has raised
equity and deployed the proceeds within six months
The Investment Adviser has proven its ability to identify and acquire
attractive investments for the Group. Since the Company's initial public
offering in July 2017 (the "IPO"), the Investment Adviser has deployed over
£1.4 billion of capital (excluding acquisition costs) on behalf of the Group
into a direct portfolio consisting of 41 supermarket assets (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 contacts.
The Issue is being conducted in accordance with the terms and conditions set
out in the appendix (the "Appendix") to this announcement (together, the
"Announcement"). The prospectus published by the Company on 1 October 2021
(the "Prospectus") is due to be supplemented by a supplementary prospectus
(the "Supplementary Prospectus"), which is expected to be published by the
Company following its approval by the Financial Conduct Authority (the "FCA").
Nick Hewson, Chairman of the Company, said:
"Omnichannel supermarket stores continue to play a pivotal role within the
UK's grocery infrastructure and present a safe haven for investors seeking a
source of secure, predominantly inflation-protected income in the current
environment of rising inflationary pressures and wider geopolitical
uncertainty.
Currently, 85 percent of the Company's existing rental income is directly
linked to growth in inflation, and historically there has been a high degree
of correlation between inflation and food prices, which means that the ability
of our grocer tenants to pay the rental income remains sustainable in the long
term.
Additionally, our focus on acquiring omnichannel stores allows us to benefit
from both in-store and online grocery shopping, driven by the growth of
working from home which has boosted the entire grocery sector.
Meanwhile the Investment Adviser, with its extensive network and strong track
record, remains able to unlock attractive pipeline opportunities for
investment so as to ensure that we maintain our record of deploying the
proceeds of equity raises into high quality omnichannel stores within six
months."
For further information, please contact:
Atrato Capital Limited
+44 (0)20 3790 8087
Steve Noble
Robert Abraham
Kate Heseltine
Stifel - Sole Sponsor, Financial Adviser,
Global Coordinator and
Bookrunner
+44 (0)20 7710 7600
Mark Young
Matthew Blawat
Rajpal Padam
Nathaniel Kasinos
FTI Consulting
+44 (0)20 3727 1000
Dido Laurimore
SupermarketIncomeREIT@fticonsulting.com
Eve Kirmatzis
Andrew Davis
Market background
Inflationary pressures continue to impact the UK economy and are expected to
remain elevated for the foreseeable future. The Company's index-linked leases
provide strong inflation protection. 85 percent of rental income is directly
linked to inflation. In addition, the high degree of correlation between food
prices and inflation means that the Company's rents are also highly
sustainable in the long term and remain affordable for tenants.
Kantar reported that grocery price inflation reached 5.2 percent in March
2022. Whilst grocery operators will try to ease the growing cost of living
pressures faced by many consumers, which may lead to short term downward
pressure on operator margins and profitability, the non-discretionary nature
of grocery combined with the industry's low margins mean inflation cost
pressures are inevitably passed through to consumers over the long term.
Historically, this has resulted in a high degree of correlation between
inflation and the grocery market.
Across the real estate sector, the majority of inflation-linked leases contain
caps, and the Portfolio is no exception with an average cap of circa 4
percent. The Investment Adviser anticipates that, while the rate of inflation
may remain high in the near term, it will average around the Company's cap
level over the medium term, as is being predicted by the UK index-linked gilt
market.
Against this inflation backdrop, interest rates have also increased. However,
the Investment Adviser's view is that higher rates are unlikely to have much,
if any, impact on supermarket property yields. Historically, interest rates
and property yields have shown limited correlation and the implied future
interest rate evidenced in the forward gilt and interest rate swaps remain
well below inflation growth.
Through targeting strong performing omnichannel stores, the Company is well
positioned to benefit from the digital transition within the UK economy.
Whilst in-store shopping remains the dominant channel, representing 87
percent((1)) of all UK grocery market sales, there has been an acceleration in
the shift to online grocery for which 80 percent of all orders are fulfilled
through omnichannel stores. Online grocery now accounts for 13 percent of the
UK grocery market and, whilst having fallen back from the 15 percent peak at
the height of the pandemic, has nearly doubled in market share since 2019.
More generally, the entire sector has seen growth over the past two years with
UK grocery sales volumes materially higher than pre-pandemic levels. This
reflects the lasting impact of changes to working habits on the UK grocery
market, with working from home now much more prevalent. Kantar's grocery sales
data for the 52 weeks to March 2022 demonstrates the full extent of this
impact, with UK grocery sales remaining 10 percent higher than pre-pandemic
levels, despite the re-opening of the economy.
These trends underline the importance of supermarket stores in providing a
pivotal role within the UK's grocery infrastructure, and have driven continued
interest in the supermarket real estate asset class. In January 2022, Colliers
highlighted that UK supermarket property investment volumes in 2021 were once
again over £1.8 billion (2020: £1.8 billion). This continuing investment
interest has resulted in supermarket property yields compressing, supporting
the Investment Adviser's long-term investment thesis.
Looking forward, the uncertain global political environment and rising
inflation mean that secure, inflation-linked rental reviews are an ever more
appealing source of inflation-protected income. Given the high degree of
correlation between inflation and food prices and the level of investor
appetite in the sector, continued progressive growth in both supermarket rents
and capital values are expected.
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 2 percent valuation growth on a
like-for-like basis and 5 percent growth in EPRA NTA to 113 pence per Ordinary
Share as at 31 December 2021.
The Company's stable, inflation-protected income stream has enabled it to
increase its quarterly dividend in line with inflation each year since its IPO
in July 2017. As in previous years, the dividend target has been increased in
line with the inflation-linked rent reviews received during the previous
financial year. This equates to an annual dividend target of 5.94 pence per
Ordinary Share for the financial year ending 30 June 2022, which represents a
dividend yield of 4.9 percent on the Issue Price.
The Company has declared a dividend of 1.485 pence per Ordinary Share in
respect of the third quarter of the financial year ending 30 June 2022. The
ex-dividend date for the third quarterly dividend is 21 April 2022 and it is
expected to be paid on or around 27 May 2022. For the avoidance of doubt, New
Ordinary Shares issued pursuant to the Issue will not carry the right to
receive this third quarterly dividend.
Background to the Issue
The Company was admitted to trading on the Specialist Fund Segment of the
London Stock Exchange's Main Market on 21 July 2017. In order to broaden its
investor base and increase trading liquidity in the shares, on 23 February
2022 the Company migrated its listing to the premium listing segment
(closed-ended investment funds) of the Official List of the FCA and to trading
on the premium segment of the London Stock Exchange's Main Market for listed
securities. Following this migration, the Company expects to be eligible for
inclusion in the FTSE UK and FTSE EPRA NAREIT Index Series at the Q2 2022
index review.
Since its IPO, the Company has carefully grown its portfolio through selective
and accretive acquisitions and has delivered a total shareholder return of 48
percent((2)). As at 31 March 2022, the Company directly owned 41 UK
supermarket assets with an aggregate value of £1.5 billion. The Direct
Portfolio is predominantly let on fully repairing and insuring lease terms,
with 85 percent of rental income subject to upward only, index-linked rent
reviews. As at 31 March 2022, the Direct Portfolio generated an annualised
passing rent roll of £79.8 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 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 £167.5 million. The remaining 49 percent beneficial interest is
held by Sainsbury's plc. The Company announced that Sainsbury's had exercised
two purchase options to acquire 13 stores in September 2021 and eight stores
in January 2022 within the Indirect Portfolio, each expected to complete on or
after expiry of the current operational leases in March and July 2023,
respectively.
The Company's Direct and Indirect Portfolio has a combined aggregate value of
£1.7 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 omnichannel 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 recent acquisition of six supermarkets for a total purchase
price of £276 million (excluding acquisition costs), the Company has a
current net LTV of 38.7 percent.
Use of proceeds for the 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 contacts.
As at the date of this Announcement, the Investment Adviser has identified a
pipeline of assets, including the Target Assets. The Target Assets have an
aggregate value of approximately £270 million, comprising approximately £150
million of assets under exclusivity and approximately £120 million of assets
in advanced due diligence. The Target Assets support physical and online sales
channels with a weighted average unexpired lease term of 14 years. The average
net initial yield on the Target Assets is expected to be approximately 5.0
percent.
The £175 million target 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 the Issue and
admission of the New Ordinary Shares to the premium listing segment
(closed-ended investment funds) of the Official List of the FCA and to trading
on the premium segment of the London Stock Exchange's Main Market for listed
securities ("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 assets with an aggregate value of approximately £440
million that meet the Company's investment criteria and has started to perform
preliminary due diligence on these assets. If the target 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
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 Issue
The Directors believe that the Issue has the following principal benefits for
shareholders of the Company:
· the net 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;
· 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; and
· the Pipeline provides a compelling and sustainable income
stream with a strong opportunity for enhanced valuation growth.
Further information on the Issue
The Company is proposing to raise approximately £175 million by way of the
issue of 144,628,099 New Ordinary Shares pursuant to the Placing Programme, at
the Issue Price of 121 pence per New Ordinary Share. The Issue Price
represents a discount of 4.3 percent to the closing price of 126.5 pence per
existing Ordinary Share on 6 April 2022 (being the last business day prior to
the date of this Announcement) and a 7.1 percent premium to the Company's last
reported EPRA NTA per Ordinary Share of 113 pence as at 31 December 2021. In
addition to the Issue, the Company is making an offer for subscription on the
PrimaryBid platform of New Ordinary Shares at the Issue Price (the "Offer for
Subscription"), to provide private investors, with an opportunity to
participate. A separate announcement will be made shortly regarding the Offer
for Subscription and its terms.
The consideration for the purchase of further supermarket assets will be met
from the net proceeds from the 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 £270 million. The
£175 million target issue size pursuant to the 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 £175 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 £175
million, the Company may consider increasing the size of the Issue (subject to
a maximum of the aggregate of 374,580,325 New Ordinary Shares, being the total
unused element available under the existing Placing Programme established on 1
October 2021, and 98,493,368 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 Issue and 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). For the avoidance of doubt, New Ordinary Shares
issued pursuant to the Issue will not carry the right to receive this third
quarterly dividend.
The Issue is not underwritten. The Issue may be scaled back by the Directors
for any reason, including where it is necessary to scale back allocations to
ensure the Issue proceeds align with the Company's post-fundraise acquisition
and leverage targets.
The Issue is conditional, inter alia, upon the following:
· Admission becoming effective by not later than before 8 a.m. on
29 April 2022 (or such later time and/or date as the Company and Stifel may
agree, being not later than 27 May 2022); and
· none of the warranties under the Placing Agreement dated 30
September 2021 and the addendum to the Placing Agreement dated 7 April 2022
between the Company, the Investment Adviser and Stifel (the "Placing
Agreement") having ceased to be true and accurate or having become misleading
at any time following the date of the Placing Agreement up to and including
the date of Admission.
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 Issue will not proceed and application monies will be
returned to investors without interest as soon as possible.
The results of the Issue are expected to be announced on 27 April 2022. 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 FCA and the London Stock Exchange for
Admission pursuant to the Issue. 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 29
April 2022.
The existing Ordinary Shares are already admitted to trading on the premium
listing segment (closed-ended investment funds) of the Official List of the
FCA and the premium segment of the London Stock Exchange's Main Market for
listed securities 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
Issue opens 7 April 2022
Latest time and date for receipt of commitments under the Issue 11.00 a.m. on 26 April 2022
Results of the Issue announced by close of business on 27 April 2022
Admission and dealings in New Ordinary Shares commence 8.00 a.m. on 29 April 2022
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 Appendix 1 to this Announcement or, if not defined in Appendix 1, in the
Prospectus as supplemented by the Supplementary Prospectus, which is expected
to be published following its approval by the FCA.
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
(1) Kantar: March 2022
(2) As at 31 December 2021
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. This
Announcement does not constitute a recommendation regarding any securities.
Copies of the Prospectus are available and the Supplementary Prospectus will
shortly be available from www.supermarketincomereit.com.
Recipients of this Announcement who are considering acquiring New Ordinary
Shares are reminded that any such acquisition must be made only on the basis
of the information contained in the Prospectus as amended and supplemented by
the Supplementary Prospectus (or any further 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 investment decision or any decision to
purchase securities. Potential investors should consult a professional adviser
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 (as amended and
supplemented by the Supplementary Prospectus) 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 is for information purposes and 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 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
Securities Act) unless registered under the Securities Act or offered in a
transaction exempt from, or not subject to, the registration requirements of
the 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
Investment Company Act.
The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or any
other regulatory authority of the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
Neither this Announcement nor any copy of it may be: taken or transmitted into
or distributed in Canada, Australia, Japan or the Republic of South Africa or
to any resident thereof, or 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 (as amended and supplemented by the
Supplementary Prospectus). 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 Listing Rules, the
Prospectus Regulation Rules or other applicable laws, regulations or rules.
Stifel is authorised and regulated in the United Kingdom by the FCA and Stifel
Europe Bank AG ("Stifel AG") is authorised and regulated by the German
Financial Supervisory Authority (Bundesanstalt fur
Finanzdienstleistungsaufsicht or BaFin). Stifel is acting only for the Company
as sole sponsor and bookrunner in connection with the matters described in
this Announcement and neither Stifel nor Stifel AG are acting 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 nor 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, the Prospectus and the Supplementary 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,
the Prospectus and the Supplementary Prospectus does not purport to include
the information required of a disclosure document under Chapter 6D of the
Australian Corporations Act. Accordingly, this Announcement, the Prospectus
and the Supplementary 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 and the Supplementary
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 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 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 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 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 (as amended
and supplemented by the Supplementary Prospectus) are not, and may not be,
offered or marketed to or directed at persons in Switzerland (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"), or (c) that are retail clients for whom a financial
intermediary in accordance with Article 4 paragraph 3 lit. (a) FinSA or a
foreign financial intermediary that is subject to equivalent prudential
supervision provides investment advice in accordance with Article 3 lit. (c)
item 4 FinSA within the scope of a permanent investment advice relationship
("Investment Advisory Clients").
In particular, none of the information provided in this Announcement and the
Prospectus (as amended and supplemented by the Supplementary 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, Elective Qualified Investors or Investment Advisory Clients.
Circulating or otherwise providing access to this Announcement, the Prospectus
or the Supplementary Prospectus or offering, advertising or selling New
Ordinary Shares or any related services to Non-Qualified Investors, Elective
Qualified Investors or Investment Advisory Clients 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, the Prospectus,
the Supplementary 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, the Prospectus, the Supplementary Prospectus nor
any other offering or marketing material relating to the New Ordinary Shares
may be listed, distributed or otherwise made publicly available in
Switzerland.
This Announcement, the Prospectus and the Supplementary Prospectus have 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 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, the Prospectus and the Supplementary
Prospectus, will be deemed to have represented, agreed and acknowledged that
it has received a copy of Announcement, the Prospectus and the Supplementary
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, affiliates, 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, the Prospectus and the Supplementary
Prospectus, will be deemed to have represented, agreed and acknowledged that
it has received a copy of this Announcement, the Prospectus and the
Supplementary 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 or 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 and
the Supplementary 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) 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.
Neither the Announcement, the Prospectus and the Supplementary 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, the
Prospectus and the Supplementary 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 Business 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,
2020. Promotion is not being made in any other way.
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, the Prospectus and the Supplementary 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 Placing
Programme where such issue is valid in the United Kingdom or Guernsey. This
Announcement, the Prospectus and Supplementary 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, the
Prospectus and Supplementary 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, the Prospectus and the
Supplementary 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.
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 of New Ordinary Shares, which are the subject of the 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; 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 Issue is available, and are and may be made, in or from within the Isle of
Man and this Announcement, the Prospectus and the Supplementary 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) The Issue referred to in this Announcement, the Prospectus
and the Supplementary Prospectus is 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.
This Announcement, the Prospectus and the Supplementary 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, the Prospectus and the Supplementary 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, the
Prospectus and the Supplementary 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, the Prospectus and the Supplementary Prospectus may not be used
for any other purpose nor passed on to any other (potential) investor in
Belgium.
The Financial Services Regulatory Authority of the Abu Dhabi Global Market
accepts no responsibility for reviewing or verifying the Announcement, the
Prospectus and Supplementary Prospectus or other documents in connection with
this Issue. The New Ordinary Shares to which the Announcement, the Prospectus
and the Supplementary 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 Prospectus you should consult an authorised financial
adviser. The offer of the New Ordinary Shares set out in the Announcement, the
Prospectus and the Supplementary Prospectus is not available to retail
clients.
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. 32 of 2021 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, the Prospectus and the Supplementary Prospectus are being
issued to a limited number of investors:
(a) who fall within the exemptions set out in the SCA Rulebook (i.e.
Professional Investors) and have confirmed the same;
(b) upon their request and confirmation that they understand that the New
Ordinary 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
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, EEA Member States,
Japan, the Republic of South Africa, Switzerland, the United States, Jersey,
Guernsey, The Isle of Man, The Republic of Ireland, The Netherlands, Belgium,
the United Arab Emirates or the Abu Dhabi Global Market 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) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II, which is 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 through all distribution channels as are
permitted under applicable law (the "Target Market Assessment").
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
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 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 New 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.
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 of Stifel or the AIFM are
manufacturers for these purposes. Neither 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
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.
Appendix 1 - Terms and Conditions of the Issue
INTRODUCTION
IMPORTANT INFORMATION FOR REGARDING THE ISSUE.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION IN IT, IS
RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS OR, IN OR INTO THE UNITED
STATES, OR IN OR INTO THE EXCLUDED TERRITORIES.
IMPORTANT INFORMATION ON THE ISSUE FOR INVITED PLACEES ONLY.
THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE ISSUE ARE NOT BEING
OFFERED OR SOLD TO ANY PERSON IN THE UNITED KINGDOM OR THE EUROPEAN UNION,
OTHER THAN TO QUALIFIED INVESTORS, WHICH INCLUDES LEGAL ENTITIES WHICH ARE
REGULATED BY THE FCA OR OTHER COMPETENT AUTHORITY OR ENTITIES WHICH ARE NOT SO
REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE ISSUE. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A
MEMBER STATE OF THE EEA, PERSONS WHO ARE QUALIFIED INVESTORS; (B) IN THE
UNITED KINGDOM, UK QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN
ARTICLE 19(5) OF THE ORDER, FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER;
OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (II) ARE
A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF
CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT
(INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS
APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS APPENDIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A
RECOMMENDATION REGARDING ANY SECURITIES.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR
SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO
PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN NEW ORDINARY SHARES. THE PRICE OF THE
NEW ORDINARY SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO
DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON
DISPOSAL OF THE NEW ORDINARY SHARES.
Placees will be deemed to have read and understood this Announcement, the
Prospectus, the Supplementary Prospectus and these terms and conditions in
their entirety and to be making such offer on the terms and conditions as set
out herein and those terms and conditions as set out in the Prospectus (as
amended and supplemented by the Supplementary Prospectus) and to be providing
the representations, warranties, acknowledgements, and undertakings contained
in this Appendix and the Prospectus (as amended and supplemented by the
Supplementary Prospectus). In particular, each such Placee represents,
warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any New Ordinary Shares that are allocated to it for the
purposes of its business;
2. in the case of Relevant Person in a Member State of the EEA which has
implemented the Prospectus Regulation who acquires any New Ordinary Shares
pursuant to the Issue, (a) it is a Qualified Investor; and (b) where New
Ordinary Shares are acquired by it as a financial intermediary, as that term
is used in Article 5(1) of the Prospectus Regulation, (i) the New Ordinary
Shares acquired by it have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any Member State
of the EEA which has implemented the Prospectus Regulation other than
Qualified Investors or in circumstances in which the prior consent of Stifel
has been given to the offer or resale; or (ii) where New Ordinary Shares have
been acquired by it on behalf of persons in any Member State of the EEA other
than Qualified Investors, the offer of those New Ordinary Shares to it is not
treated under the Prospectus Regulation as having been made to such persons;
3. in the case of a Relevant Person in the United Kingdom who acquires any
New Ordinary Shares pursuant to the Issue, it is (a) a UK Qualified Investor;
and (b) where New Ordinary Shares are acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation, (i) the New Ordinary Shares acquired by it have not been acquired
on behalf of, nor have they been acquired with a view to their offer or resale
to, persons in the United Kingdom other than UK Qualified Investors or in
circumstances in which the prior consent of Stifel has been given to the offer
or resale; or (ii) where New Ordinary Shares have been acquired by it on
behalf of persons in the United Kingdom other than UK Qualified Investors, the
offer of those New Ordinary Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons; and
4. either (A) (1) it is not a U.S. Person, (2) it is not located in the
United States, and (3) it is not acquiring the New Ordinary Shares for the
account or benefit of a U.S. Person; or (ii) it is a dealer or other
professional fiduciary in the United States acting for a discretionary account
(other than an estate or trust) held for the benefit or account of a non U.S.
person or (B) it is a QIB, an Accredited Investor and a Qualified Purchaser.
The Company and Stifel will rely upon the truth and accuracy of the foregoing
representations, acknowledgements and agreements.
The Company and/or Stifel may require any Placee to agree to such further
terms and/or conditions and/or give such additional warranties and/or
representations as it/they (in its/their absolute discretion) sees fit.
This Announcement (including this Appendix) does not constitute an offer, and
may not be used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for New Ordinary Shares in any
jurisdiction in which such offer or solicitation is or may be unlawful. This
Announcement (including this Appendix) and the information contained herein is
not for publication or distribution, directly or indirectly, to persons in the
United States, the Excluded Territories or in any jurisdiction in which such
publication or distribution is unlawful. Persons who come into possession of
this Announcement are required by the Company to inform themselves about and
to observe any restrictions of transfer of this Announcement. No public offer
of securities of the Company is being made in the United Kingdom, the United
States or elsewhere.
In particular, the New Ordinary Shares referred to in this Announcement have
not been and will not be registered under the Securities Act or under any laws
of, or with any securities regulatory authority of, any state or other
jurisdiction of the United States, and may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in the United States or to,
or for the account or benefit of, U.S. Persons, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction in the United States, and
under circumstances that would not result in the Company being in violation of
the Investment Company Act.
The New Ordinary Shares have not been, nor will they be, registered under or
offered in compliance with the securities laws of any state, province or
territory of any of the Excluded Territories. Accordingly, the New Ordinary
Shares may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into the Excluded Territories or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.
DEFINITIONS
For the purposes of this Appendix:
"Admission" means the admission of the New Ordinary Shares to the premium
listing segment (closed-ended investment funds) of the Official List and to
trading on the premium segment of the Main Market for listed securities
becoming effective in accordance with the Listing Rules and the Admission and
Disclosure Standards respectively;
"AIFM" means JTC Global AIFM Solutions Limited, a limited liability company
incorporated on 9 January 2017 in Guernsey (registered number 17484) with
registered address Ground Floor, Dorey Court, Admiral Park, St Peter Port,
Guernsey GY1 2HT;
"AIFMD" means the Alternative Investment Fund Managers Directive (Directive
2011/61/EU) (which forms part of UK domestic law by virtue of the UK AIFMD
Rules);
"Articles" means the articles of association of the Company;
"COBS" means Conduct of Business Sourcebook in the FCA's Handbook of Rules and
Guidance;
"Code" means US Internal Revenue Code of 1986, as amended;
"CREST" means the computerised settlement system operated by Euroclear UK and
Ireland Limited which facilitates the transfer of title to shares in
uncertificated form;
"CRS" means the United Kingdom's International Tax Compliance Regulations 2015
(SI 2015/878), the Common Standard on Reporting Due Diligence for Financial
Account Information published by the OECD and the EU Directive on
administrative co-operation in the field of taxation (2011/16/EC), together
with any forms, instructions or other guidance issued thereunder now or in the
future);
"EEA" means the European Economic Area being the countries included as such in
the Agreement on European Economic Area, dated 1 January 1994, among Iceland,
Liechtenstein, Norway, the European Community and the Member States, as may be
modified, supplemented or replaced;
"EPRA NTA" means the value of the assets of the Company less its liabilities
as determined in accordance with the procedure set by the Directors from time
to time and, where the context requires, the part of that amount attributable
to a particular class of shares;
"ERISA" means the US Employee Retirement Income Security Act of 1974, as
amended from time to time;
"Excluded Territory" means Canada, Japan, Australia, the Republic of South
Africa and the U.S. and any jurisdiction where the extension or availability
of the Issue (and any other transaction contemplated thereby) would breach any
applicable laws or regulations, and "Excluded Territories" shall mean any of
them;
"FATCA" means sections 1471 to 1474 of the Code, any current or future
regulations or official interpretations thereof, any agreement entered into
pursuant to Section 1471(b) of the Code, or any US or non-US fiscal or
regulatory legislation rules, guidance notes or practices adopted pursuant to
any intergovernmental agreement entered into in connection with the
implementation of such Sections of the Code or analogous provisions of non-US
law;
"FCA" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000;
"Investment Adviser" means Atrato Capital Limited, a private limited company
incorporated in England and Wales (registered number: 10532978) with
registered address c/o Hillier Hopkins LLP First Floor, Radius House, 51
Clarendon Road, Watford, Hertfordshire WD17 1HP;
"Investment Company Act" means the US Investment Company Act of 1940, as
amended;
"Issue" means the proposed placing by the Company of New Ordinary Shares at
the Issue Price targeting gross proceeds of approximately £175 million;
"Issue Price" means 121 pence for each New Ordinary Share;
"Listing Rules" means the listing rules made by the FCA pursuant to Part VI of
FSMA;
"London Stock Exchange" means the London Stock Exchange Plc;
"Market Abuse Regulation" means Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse as it forms
part of UK domestic law as part of the European Union (Withdrawal) Act 2018;
"Member State" means a sovereign state which is a member of the European
Union;
"Main Market" means London Stock Exchange's Main Market for listed securities;
"New Ordinary Shares" means new Ordinary Shares to be issued pursuant to the
Issue;
"Official List" means the Official List of the FCA;
"Ordinary Shares" means ordinary shares of £0.01 each in the capital of the
Company
"Order" means the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended;
"Placee" means a Relevant Person (including individuals, funds or otherwise)
by whom or on whose behalf a commitment to subscribe for New Ordinary Shares
has been given;
"Placing Agreement" means the Placing Agreement dated 30 September 2021 and
the addendum to the Placing Agreement dated 7 April 2022 between the Company,
the Investment Adviser and Stifel;
"Placing Programme" has the meaning given in the Prospectus;
"Portfolio" comprises the Direct Portfolio and the Indirect Portfolio;
"Prospectus" means the prospectus published by the Company on 1 October 2021;
"Prospectus Regulation" means Regulation (EU) 2017/1129 as amended;
"Prospectus Regulation Rules" means the prospectus regulation rules made by
the FCA pursuant to Part VI of FSMA;
"QIB" means a "qualified institutional buyer" as defined in Rule 144A under
the Securities Act;
"Qualified Investors" has the meaning defined in Article 2(e) of the
Prospectus Regulation;
"Registrar" means Link Asset Services;
"Regulation D" means Regulation D promulgated under the Securities Act;
"Regulation S" means Regulation S promulgated under the Securities Act;
"Regulatory Information Service" means a regulated information service
approved by the FCA and on the list of Regulatory Information Services
maintained by the FCA;
"Relevant Member State" means each member state of the EEA that has
implemented the Prospectus Regulation;
"Relevant Person" means (a) Qualified Investors; (b) in the UK, UK Qualified
Investors who are persons who (i) fall within Article 19(5) of the Order, fall
within Article 49(2)(A) to (D) of the Order, or are persons to whom it may
otherwise be lawfully communicated and (ii) are a "professional client" or an
"eligible counterparty" within the meaning of Chapter 3 of COBS;
"Rule 144A" means Rule 144A under the Securities Act;
"Securities Act" means the US Securities Act of 1933, as amended;
"SONIA" means Sterling Overnight Index Average;
"Shareholders" means holders of Ordinary Shares;
"Supplementary Prospectus" means the supplementary prospectus to be published
by the Company on or about the date of this Announcement;
"UK AIFMD Rules" means the laws, rules and regulations implementing AIFMD into
UK domestic law including, without limitation, the Alternative Investment Fund
Managers Regulations 2013 (No. 1173/2013) and the Investment Funds Sourcebook
of the FCA;
"UK Prospectus Regulation" means the Prospectus Regulation which forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act 2018;
"UK Qualified Investors" has the meaning defined in Article 2(e) of the UK
Prospectus Regulation;
"U.S." or "United States" means the United States of America, its states,
territories and possessions, including the District of Columbia; and
"US Person" or "U.S. Person" has the meaning given in Regulation S.
DETAILS OF THE ISSUE
Stifel has entered into the Placing Agreement with the Company and the
Investment Adviser under which Stifel has, on the terms and subject to the
conditions set out therein, undertaken to use its reasonable endeavours to
procure, as agent for the Company, subscribers for the New Ordinary Shares at
the Issue Price.
The Placing Agreement contains customary warranties given by the Company and
the Investment Adviser to Stifel as to matters relating to the Company and its
business and a customary indemnity given by the Company to Stifel in respect
of liabilities arising out of, or in connection with, the Issue.
Stifel (after consultation with the Company and the Investment Adviser)
reserves the right to scale back the number of New Ordinary Shares to be
subscribed by any Placee in the event of applications in excess of the target
amount under the Issue. The Company and Stifel also reserve the right not to
accept offers to subscribe for New Ordinary Shares or to accept such offer in
part rather than in whole. Stifel shall be entitled to effect the Issue by
such method as they shall in their sole discretion determine. To the fullest
extent permissible by law, neither Stifel nor any holding company of Stifel
nor any subsidiary, branch or affiliate of Stifel (each an affiliate) nor any
person acting on behalf of any of the foregoing shall have any liability to
the Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither Stifel, nor any affiliate thereof nor any
person acting on their behalf shall have any liability to Placees in respect
of Stifel's conduct of the Issue.
Each Placee's obligations will be owed to the Company and to Stifel. Following
the oral confirmation referred to below in the paragraph entitled
"Participation in, and principal terms of, the Issue", each Placee will also
be deemed to give an immediate, separate, irrevocable and binding obligation,
owed to Stifel and the Company, to pay to Stifel (or as Stifel may direct) as
placing agent of the Company in cleared funds an amount equal to the product
of the Issue Price and the number of New Ordinary Shares which such Placees
has agreed to acquire.
Each Placee agrees to indemnify on demand and hold each of Stifel, the
Company, the AIFM and the Investment Adviser and their respective affiliates
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
the acknowledgments, undertakings, representations, warranties and agreements
set forth in these terms and conditions and any contract note.
The Issue is also conditional upon the fulfilment of the conditions in
relation to any Issue under the Placing Agreement and the Placing Agreement
not being terminated in accordance with its terms prior to Admission. Further
details of conditions in relation to the Issue are set out below in the
paragraph entitled "Conditions of the Issue".
APPLICATIONS FOR ADMISSION
Application will be made to the FCA and the London Stock Exchange for
Admission. It is expected that settlement of any such New Ordinary Shares and
Admission will become effective on or around 8.00 a.m. on 29 April 2022 and
that dealings in the New Ordinary Shares will commence at that time.
PAYMENT FOR SHARES
Each Placee must pay the Issue Price for the New Ordinary Shares issued to the
Placee in the manner and by the time directed by Stifel. If any Placee fails
to pay as so directed and/or by the time directed, the relevant Placee's
application for New Ordinary Shares shall at Stifel's discretion either be
rejected or accepted in which case the paragraph below entitled "Registration
and Settlement" shall apply to such application.
PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE ISSUE
Stifel (whether through itself or any of its affiliates) is arranging the
Issue as placing agent of the Company for the purpose of using reasonable
endeavours to procure Placees at the Issue Price for the New Ordinary Shares.
Participation in the Issue will only be available to persons who may lawfully
be, and are, invited to participate by Stifel. Stifel and its affiliates may
participate in the Issue as principal.
By participating in the Issue, Placees will be deemed to have read and
understood this Announcement, including this Appendix, and the Prospectus (as
amended and supplemented by the Supplementary Prospectus) in their entirety
and to be participating and making an offer for New Ordinary Shares on the
terms and conditions, and to be providing the representations, warranties,
acknowledgements, agreements and undertakings contained in both this Appendix
and the Prospectus (as amended and supplemented by the Supplementary
Prospectus).
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Issue. No commissions will be paid to Placees or by
Placees in respect of any New Ordinary Shares.
Each Placee's allocation will be confirmed to Placees orally by Stifel, and a
trade confirmation or contract note will be dispatched as soon as possible
thereafter. The oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon such person (who will at that
point become a Placee) in favour of Stifel and the Company, under which it
agrees to acquire the number of New Ordinary Shares allocated to it at the
Issue Price on the terms and conditions set out in this Appendix, the
Prospectus (as amended and supplemented by the Supplementary Prospectus) and
in accordance with the Articles.
Except as required by law or regulation, no press release or other
announcement will be made by Stifel or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
Irrespective of the time at which a Placee's allocation pursuant to the Issue
is confirmed, settlement for all New Ordinary Shares to be acquired pursuant
to the Issue will be required to be made at the same time, on the basis
explained below under the paragraph entitled "Registration and Settlement".
All obligations under the Issue will be subject to fulfilment or (where
applicable) waiver of, amongst other things, the conditions referred to below
and to the Issue not being terminated on the basis referred to below.
By participating in the Issue, each Placee will agree that its rights and
obligations in respect of the Issue will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.
To the fullest extent permissible by law, none of the Company, Stifel or any
of their respective affiliates shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise of these terms
and conditions). In particular, none of the Company, Stifel or any of their
respective affiliates shall have any liability (including to the fullest
extent permissible by law, any fiduciary duties) in respect of Stifel's
conduct of the Issue. Each Placee acknowledges and agrees that the Company is
responsible for the allotment of the New Ordinary Shares to the Placees and
Stifel shall have no liability to the Placees for the failure of the Company
to fulfil those obligations.
CONDITIONS OF THE ISSUE
The Issue is conditional upon the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms prior to Admission.
Stifel's obligations under the Placing Agreement in respect of the New
Ordinary Shares are conditional on, inter alia:
1. the Company allotting, subject only to Admission, the New
Ordinary Shares in accordance with the Placing Agreement; and
2. Admission taking place not later than 8.00 a.m. on 29 April
2022.
If (a) any of the conditions contained in the Placing Agreement in relation to
the New Ordinary Shares are not fulfilled or waived by Stifel by the
respective time or date where specified (or such later time or date as the
Company and Stifel may agree being not later than 8.00 a.m. on 27 May 2022
(the "Final Date")); or (b) the Placing Agreement is terminated as described
below, the Issue in relation to the New Ordinary Shares will lapse and the
Placee's rights and obligations hereunder in relation to the New Ordinary
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by the Placee in respect thereof.
Subject to certain exceptions, Stifel may, at its absolute discretion and upon
such terms as it thinks fit, waive, or extend the period (up to the Final
Date) for, compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing Agreement.
Any such extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Neither Stifel nor the Company shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise) in respect
of any decision they may make as to whether or not to waive or to extend the
time and/or date for the satisfaction of any condition to the Issue nor for
any decision they may make as to the satisfaction of any condition or in
respect of the Issue generally and by participating in the Issue each Placee
agrees that any such decision is within the absolute discretion of Stifel.
RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
Stifel is entitled, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company in certain circumstances, including,
inter alia:
1. in the opinion of Stifel (acting in good faith), the Company fails to
comply with any of its obligations under the Placing Agreement and that
failure is material in the context of the Issue or dealing in Ordinary Shares
following Admission; or
2. in the opinion of Stifel (acting in good faith), there has been a
development or event (or any development or event involving a prospective
change of which the Company is, or might reasonably be expected to be, aware)
which will or is likely to have a material adverse effect on or affecting the
operations, the condition (financial, operational, legal or otherwise),
prospects, management, results of operations, financial position, business or
general affairs of the Company taken as a whole; or
3. in the opinion of Stifel (acting in good faith) there has been a change
in national or international financial, political, economic or stock market
conditions (primary or secondary); an incident of terrorism, outbreak or
escalation of hostilities, war, declaration of martial law or any other
calamity or crisis; a suspension or material limitation in trading of
securities generally on any stock exchange; any change in currency exchange
rates or exchange controls or a disruption of settlement systems or a material
disruption in commercial banking, as would be likely to prejudice the success
of the Issue.
Following Admission, the Placing Agreement is not capable of termination to
the extent that it relates to the Issue of the New Ordinary Shares.
The rights and obligations of the Placees shall terminate only in the
circumstances described in this Appendix and in the Placing Agreement and will
not be subject to termination by the Placee or any prospective Placee at any
time or in any circumstances. By participating in the Issue, Placees agree
that the exercise by Stifel of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of Stifel,
and that it need not make any reference to Placees and that it shall have no
liability to Placees whatsoever in connection with any such exercise or
decision not to exercise. Placees will have no rights against Stifel, the
Company or any of their respective directors or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as
amended).
PROSPECTUS
The New Ordinary Shares are being offered to Relevant Persons pursuant to the
Placing Programme established by and pursuant to the terms of the Prospectus
(as amended and supplemented by the Supplementary Prospectus). Placees'
commitments will be made solely on the basis of the information contained in
this Announcement (including this Appendix) and the Prospectus (as amended and
supplemented by the Supplementary Prospectus).
Each Placee, by accepting a participation in the Issue, agrees that the
content of this Announcement, including this Appendix, and the Prospectus (as
amended and supplemented by the Supplementary Prospectus) is exclusively the
responsibility of the Company and confirms that it has neither received nor
relied on any other information, representation, warranty, or statement made
by or on behalf of the Company, Stifel, the Investment Adviser or any other
person and neither Stifel nor the Company nor the Investment Adviser nor any
other person will be liable for any Placee's decision to participate in the
Issue based on any other information, representation, warranty or statement
which the Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in the Issue.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
REGISTRATION AND SETTLEMENT
Settlement of transactions in the New Ordinary Shares following Admission will
take place within CREST provided that, subject to certain exceptions, Stifel
reserves the right to require settlement for, and delivery of, the New
Ordinary Shares (or a portion thereof) to Placees by such other means that it
deems necessary if delivery or settlement is not possible or practicable
within CREST within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's jurisdiction.
Each Placee allocated New Ordinary Shares in the Issue will be sent a trade
confirmation or contract note stating the number of New Ordinary Shares
allocated to it at the Issue Price, the aggregate amount owed by such Placee
to Stifel (as agent for the Company) and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the CREST or certificated
settlement instructions that it has in place with Stifel.
It is expected that settlement in respect of the New Ordinary Shares will be
on or around 29 April 2022 on a T+2 basis in accordance with the instructions
set out in the trade confirmation.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above SONIA as determined by Stifel.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Stifel may sell any or all of the New Ordinary Shares allocated
to that Placee on such Placee's behalf and retain from the proceeds, for
Stifel's account and benefit (as agent for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due. Any excess
proceeds will pass to the relevant Placee at its risk. The relevant Placee
will, however, remain liable and shall indemnify Stifel on demand for any
shortfall below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or securities transfer tax (together
with any interest or penalties) which may arise upon the sale of such New
Ordinary Shares on such Placee's behalf. By communicating a bid for New
Ordinary Shares, each Placee confers on Stifel all such authorities and powers
necessary to carry out any such sale and agrees to ratify and confirm all
actions which Stifel lawfully takes in pursuance of such sale.
If New Ordinary Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation or contract note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as New Ordinary Shares are registered in a Placee's name or that of
its nominee or in the name of any person for whom a Placee is contracting as
agent or that of a nominee for such person, such New Ordinary Shares should,
subject as provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax or securities transfer tax. Placees will
not be entitled to receive any fee or commission in connection with the Issue.
REPRESENTATIONS, WARRANTIES AND FURTHER TERMS
By participating in the Issue, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Company and Stifel, namely that, each Placee (and any person acting on such
Placee's behalf):
1. in agreeing to subscribe for New Ordinary Shares under the Issue, it is
relying solely on the Prospectus, the Supplementary Prospectus and this
Announcement (including this Appendix) and not on any other information given,
or representation or statement made at any time, by any person concerning the
Company or the Issue. It agrees that none of the Company, the Investment
Adviser or Stifel or their respective affiliates, nor any of their respective
officers, agents or employees, will have any liability for any other
information or representation. It irrevocably and unconditionally waives any
rights it may have in respect of any other information or representation;
2. if the laws of any territory or jurisdiction outside the United Kingdom
are applicable to its agreement to subscribe for New Ordinary Shares under the
Issue, it warrants that it has complied with all such laws, obtained all
governmental and other consents which may be required, complied with all
requisite formalities and paid any issue, transfer or other taxes due in
connection with its application in any territory or jurisdiction and that it
has not taken any action or omitted to take any action which will or might
reasonably be expected to result in the Company, the Investment Adviser or
Stifel or their respective affiliates or any of their respective officers,
agents or employees acting in breach of the regulatory or legal requirements,
directly or indirectly, of any territory or jurisdiction outside the United
Kingdom in connection with the Issue;
3. it has carefully read and understands the Prospectus, the Supplementary
Prospectus and this Announcement (including this Appendix) and any
supplementary prospectus issued prior to Admission in its entirety and
acknowledges that it is acquiring New Ordinary Shares on the terms and subject
to the conditions set out in these terms and conditions and the Articles as in
force at the date of Admission;
4. it has not relied on Stifel or its respective affiliates or any of
their respective officers, agents or employees in connection with any
investigation of the accuracy of any information contained in the Prospectus,
the Supplementary Prospectus and this Announcement (including this Appendix);
5. the content of this Announcement, the Prospectus, the Supplementary
Prospectus and any supplementary prospectus issued by the Company is
exclusively the responsibility of the Company and its Directors and neither
Stifel nor any person acting on their respective behalf nor any of their
respective affiliates are responsible for or shall have any liability for any
information, representation or statement contained in this Announcement, the
Prospectus, the Supplementary Prospectus and any supplementary prospectus or
any information published by or on behalf of the Company and will not be
liable for any decision by a Placee to participate in the Issue based on any
information, representation or statement contained in this Announcement, the
Prospectus, the Supplementary Prospectus or otherwise;
6. it acknowledges that no person is authorised in connection with the
Issue to give any information or make any representation other than as
contained in this Announcement, the Prospectus, the Supplementary Prospectus
and any further supplementary prospectus and, if given or made, any
information or representation must not be relied upon as having been
authorised by the Company, the Investment Adviser or Stifel;
7. it acknowledges the price per New Ordinary Share is fixed at the Issue
Price and is payable to Stifel on behalf of the Company in accordance with the
terms of this Announcement (including this Appendix);
8. it has the funds available to pay in full for the New Ordinary Shares
it has agreed to subscribe for pursuant to its placing commitments and it will
pay the total subscription in accordance with these terms set out in this
Announcement (including this Appendix);
9. it is not applying as, nor is it applying as nominee or agent for, a
person who is or may be liable to notify and account for tax under the Stamp
Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in
section 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services);
10. it accepts that none of the Ordinary Shares or New Ordinary Shares have
been or will be registered under the laws of the United States, Australia,
Canada, the Republic of South Africa or Japan or any other jurisdiction where
the exclusion or availability of the Issue would breach any applicable law.
Accordingly, New Ordinary Shares may not be offered, sold, issued or
delivered, directly or indirectly, within any of the United States, Australia,
Canada, the Republic of South Africa or Japan unless an exemption from any
registration requirement is available;
11. it acknowledges that (i) the Company believes that it may be treated as
a "passive foreign investment company" and/or a "controlled foreign
corporation" for US federal income tax purposes for its current or any future
taxable year, (ii) it understands that there may be certain adverse US tax
consequences to such classifications, and (iii) it will seek its own
independent specialist advice with respect to the impact of these possible
classifications and other US tax consequences to it of investing in the New
Ordinary Shares;
12. if it is within the United Kingdom, it is: (i) a person who falls within
Articles 49(2)(a) to (d) or 19(5) of the Order or it is a person to whom the
New Ordinary Shares may otherwise lawfully be offered under such Order or, if
it is receiving the offer in circumstances under which the laws or regulations
of a jurisdiction other than the United Kingdom would apply, it is a person to
whom the New Ordinary Shares may be lawfully offered under that other
jurisdiction's laws and regulations; or (ii) a person who is a "professional
client" or an "eligible counterparty" within the meaning of Chapter 3 of the
FCA's Conduct of Business Sourcebook;
13. it (i) is entitled to subscribe for New Ordinary Shares under the laws
of all relevant jurisdictions; (ii) has fully observed the laws of all
relevant jurisdictions; (iii) has the requisite capacity and authority and is
entitled to enter into and perform its obligations as a subscriber for New
Ordinary Shares and will honour such obligations; and (iv) has obtained all
necessary consents and authorities to enable it to enter into the transactions
contemplated hereby and to perform its obligations thereby;
14. if it is a resident in the EEA, (a) it is a Qualified Investor; and (b)
if that relevant Member State has implemented the AIFMD, that it is a person
to whom the New Ordinary Shares may lawfully be marketed under the AIFMD or
under the applicable implementing legislation (if any) of that relevant Member
State;
15. if it is a resident of the United Kingdom, (a) it is a UK Qualified
Investor; and (b) that it is a person to whom the New Ordinary Shares may
lawfully be marketed under the UK AIFMD Rules;
16. in the case of any New Ordinary Shares acquired by a Placee as a
financial intermediary within the EEA as that term is used in the Prospectus
Regulation (i) the New Ordinary Shares acquired by it in the Issue have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in any relevant Member State other than Qualified
Investors or in circumstances in which the prior consent of Stifel has been
given to the offer or resale; or (ii) where New Ordinary Shares have been
acquired by it on behalf of persons in any Member State of the EEA other than
Qualified Investors, the offer of those New Ordinary Shares to it is not
treated under the Prospectus Regulation as having been made to such persons;
or
17. in the case of any New Ordinary Shares acquired by a Placee as a
financial intermediary within the United Kingdom as that term is used in the
UK Prospectus Regulation (i) the New Ordinary Shares acquired by it in the
Issue have not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in the United Kingdom other than UK
Qualified Investors or in circumstances in which the prior consent of Stifel
has been given to the offer or resale; or (ii) where New Ordinary Shares have
been acquired by it on behalf of persons in the United Kingdom other than UK
Qualified Investors, the offer of those New Ordinary Shares to it is not
treated under the UK Prospectus Regulation as having been made to such
persons; or
18. if it is outside the United Kingdom, neither this Announcement
(including this Appendix) the Prospectus, the Supplementary Prospectus and any
further supplementary prospectus issued by the Company nor any other offering,
marketing or other material in connection with the Issue or New Ordinary
Shares constitutes an invitation, offer or promotion to, or arrangement with,
it or any person whom it is procuring to subscribe for New Ordinary Shares
pursuant to the Issue unless, in the relevant territory, such offer,
invitation or other course of conduct could lawfully be made to it or such
person and such documents or materials could lawfully be provided to it or
such person and New Ordinary Shares could lawfully be distributed to and
subscribed and held by it or such person without compliance with any
unfulfilled approval, registration or other regulatory or legal requirements;
19. it does not have a registered address in, and is not a citizen, resident
or national of, any jurisdiction in which it is unlawful to make or accept an
offer of the New Ordinary Shares and it is not acting on a non-discretionary
basis for any such person;
20. if the Placee is a natural person, such Placee is not under the age of
majority (18 years of age in the United Kingdom) on the date of such Placee's
agreement to subscribe for New Ordinary Shares under the Issue and will not be
any such person on the date any such agreement to subscribe under the Issue is
accepted;
21. it has complied and will comply with all applicable provisions of the
Criminal Justice Act 1993 and the Market Abuse Regulation with respect to
anything done by it in relation to the Issue and/or the New Ordinary Shares;
22. it has not, directly or indirectly, distributed, forwarded, transferred
or otherwise transmitted this Announcement, the Prospectus, the Supplementary
Prospectus or any further supplementary prospectus issued by the Company) or
any other offering materials concerning the Issue or the New Ordinary Shares
to any persons within the United States or to any US Persons, nor will it do
any of the foregoing;
23. it represents, acknowledges and agrees to the representations,
warranties and agreements as set out under the heading "United States Purchase
and Transfer Restrictions" below;
24. it acknowledges that neither Stifel, Stifel AG nor any of its respective
affiliates, nor any person acting on Stifel's behalf is making any
recommendations to it or advising it regarding the suitability of any
transactions it may enter into in connection with the Issue or providing any
advice in relation to the Issue and its participation in the Issue is on the
basis that it is not and will not be a client of Stifel nor Stifel AG and that
neither Stifel nor Stifel AG have any duties or responsibilities to it for
providing the protections afforded to its clients or for providing advice in
relation to the Issue nor in respect of any representations, warranties,
undertaking or indemnities otherwise required to be given by it in connection
with its application under the Issue;
25. that, save in the event of fraud on the part of Stifel, neither Stifel,
nor its respective ultimate holding companies, nor any direct or indirect
subsidiary undertakings of such holding companies, nor any of its respective
affiliates, nor any of its or their respective directors, members, partners,
officers and employees, shall be responsible or liable to a Placee or any of
its clients for any matter arising out of Stifel's role as sole bookrunner,
sponsor and placing agent or otherwise in connection with the Issue and that
where any such responsibility or liability nevertheless arises as a matter of
law the Placee and, if relevant, its clients will immediately and irrevocably
waive any claim against any of such persons which the Placee or any of its
clients may have in respect thereof;
26. it acknowledges that where it is subscribing for New Ordinary Shares for
one or more managed, discretionary or advisory accounts, it is authorised in
writing for each such account; (i) to subscribe for the New Ordinary Shares
for each such account; (ii) to make on each such account's behalf the
representations, warranties and agreements set out in this document; and (iii)
to receive on behalf of each such account any documentation relating to the
Issue in the form provided by the Company and/or Stifel. It agrees that the
provision of this paragraph shall survive any resale of the New Ordinary
Shares by or on behalf of any such account;
27. if it is acting as a "distributor" (for the purposes of the MiFID II
product governance requirements) (i) it acknowledges that the target market
assessment undertaken by Stifel 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
and each distributor is responsible for undertaking its own target market
assessment in respect of the New Ordinary Shares and determining appropriate
distribution chains; and it agrees that if so required by Stifel, it shall
provide aggregate summary information on sales of the New Ordinary Shares as
contemplated under rule 3.3.30(R) of the PROD Sourcebook and information on
the reviews carried out under rules 3.3.26(R) to 3.3.28(R) of the PROD
Sourcebook;
28. it irrevocably appoints any director of the Company and any director of
Stifel to be its agent and on its behalf (without any obligation or duty to do
so), to sign, execute and deliver any documents and do all acts, matters and
things as may be necessary for, or incidental to, its subscription for all or
any of the New Ordinary Shares for which it has given a commitment under the
Issue, in the event of its own failure to do so;
29. it accepts that if the Issue does not proceed or the conditions to the
Placing Agreement are not satisfied or the New Ordinary Shares for which
valid applications are received and accepted are not admitted listing on the
premium listing segment (closed-ended investment funds) of the Official List
or to trading on the premium segment of the Main Market for listed securities
for any reason whatsoever then neither Stifel, nor the Company, nor persons
controlling, controlled by or under common control with any of them nor any of
their respective affiliates or any of their respective employees, agents,
officers, members, stockholders, partners or representatives, shall have any
liability whatsoever to it or any other person;
30. in connection with its participation in the Issue it has observed all
relevant legislation and regulations, in particular (but without limitation)
those relating to money laundering and terrorist financing under the Proceeds
of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 (together, the "Money Laundering Legislation") and
that its application is only made on the basis that it accepts full
responsibility for any requirement to verify the identity of its clients and
other persons in respect of whom it has applied. In addition, it warrants that
it is a person: (i) subject to the Money Laundering Regulations in force in
the United Kingdom; or (ii) subject to the Money Laundering Directive
(2015/849 of the European Parliament and of the EC Council of 20 May 2015 on
the prevention of the use of the financial system for the purpose of money
laundering and terrorist financing) (the "Money Laundering Directive"),
together with any regulations and guidance notes issued pursuant thereto; or
(iii) acting in the course of a business in relation to which an overseas
regulatory authority exercises regulatory functions and is based or
incorporated in, or formed under the law of, a country in which there are in
force provisions at least equivalent to those required by the Money Laundering
Directive;
31. it acknowledges that due to anti-money laundering requirements, Stifel
and the Company may require proof of identity and verification of the source
of the payment before the application can be processed and that, in the event
of delay or failure by the applicant to produce any information required for
verification purposes, Stifel and the Company may refuse to accept the
application and the subscription moneys relating thereto. It holds harmless
and will indemnify Stifel and the Company and their respective affiliates
against any liability, loss or cost ensuing due to the failure to process such
application, if such information as has been required has not been provided by
it;
32. it acknowledges and agrees that it has been informed that, pursuant to
the General Data Protection Regulation 2016/679 which forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "DP
Legislation") the Company and/or the Registrar may hold personal data (as
defined in the DP Legislation) relating to past and present shareholders.
Personal data may be retained on record for a period exceeding six years after
it is no longer used (subject to any limitations on retention periods set out
in applicable law). The Registrar will process such personal data at all times
in compliance with DP Legislation and shall only process for the purposes set
out in the Company's privacy notice, which is available for review on the
Company's website www.supermarketincomereit.com (the "Privacy Notice"),
including for the purposes set out below (collectively, the "Purposes"), being
to: (i) process the personal data to the extent and in such manner as is
necessary for the performance of its obligations under its service contract,
including as required by or in connection with the Placee's holding of New
Ordinary Shares, including processing personal data in connection with credit
and money laundering checks on the Placee; (ii) communicate with the Placee as
necessary in connection with its affairs and generally in connection with its
holding of New Ordinary Shares; (iii) comply with the legal and regulatory
obligations of the Company and/or the Registrar; and (iv) process the personal
data for the Registrar's internal administration.
33. in order to meet the Purposes, it will be necessary for the Company and
the Registrar to provide personal data to: (i) third parties located either
within or outside the United Kingdom or the EEA if necessary for the Registrar
to perform its functions or when it is necessary for its legitimate interests,
and in particular in connection with the holding of New Ordinary Shares; or
(ii) its affiliates, the Company (in the case of the Registrar) or the AIFM
or the Investment Adviser and their respective associates, some of which may
be located outside of the United Kingdom or the EEA. Any sharing of personal
data by the Company or the Registrar with other parties will be carried out in
accordance with the DP Legislation and as set out in the Company's Privacy
Notice;
34. by becoming registered as a holder of New Ordinary Shares a person
becomes a data subject (as defined in the DP Legislation). In providing the
Registrar with information, it hereby represents and warrants to the Registrar
that it has (i) notified any data subject of the Purposes for which personal
data will be used and by which parties it will be used and it has provided a
copy of the Company's Privacy Notice and any other data protection notice
which has been provided by the Company and/or the Registrar; and (ii) where
consent is legally required under applicable DP Legislation, it has obtained
the consent of any data subject to the Registrar and their respective
associates holding and using their personal data for the Purposes (including
the explicit consent of the data subjects for the processing of any sensitive
personal data for the Purposes set out above);
35. it acknowledges that by submitting personal data to the Registrar
(acting for and on behalf of the Company) where it is not a natural person it
represents and warrants that: (i) it has brought the Company's Privacy Notice
to the attention of any underlying data subjects on whose behalf or account it
may act or whose persona data will be disclosed to the Company as a result of
it agreeing to subscribe for New Ordinary Shares; and (ii) it has complied in
all other respects with all applicable data protection legislation in respect
of disclosure and provision of personal data to the Company;
36. where it acts for or on account of an underling data subject or
otherwise discloses the personal data of an underlying data subject, it shall,
in respect of the personal data it processes in relation to or arising in
relation to the Issue: (i) comply with all applicable data protection
legislation; (ii) take appropriate technical and organisational measures
against unauthorised or unlawful processing of the personal data and against
accidental loss or destruction of, or damage to, the personal data; (iii) if
required, agree with the Company and the Registrar the responsibilities of
each such entity as regards relevant data subjects' rights and notice
requirements; and (iv) immediately on demand, fully indemnify each of the
Company and the Registrar and keep them fully and effectively indemnified
against all costs, demands, claims, expenses (including legal costs and
disbursements on a full indemnity basis), losses (including indirect loss and
loss of profits, business and reputation), actions, proceedings and
liabilities of whatsoever nature arising from or incurred by the Company
and/or the Registrar in connection with any failure by the Placee to comply
with the provisions set out above;
37. Stifel and the Company are entitled to exercise any of their rights
under the Placing Agreement or any other right in their absolute discretion
without any liability whatsoever to it;
38. the representations, undertakings and warranties contained in this
Announcement, including this Appendix, are irrevocable. It acknowledges that
Stifel and the Company and their respective affiliates will rely upon the
truth and accuracy of the foregoing representations and warranties and it
agrees that if any of the representations or warranties made or deemed to have
been made by its subscription of the New Ordinary Shares are no longer
accurate, it shall promptly notify Stifel and the Company;
39. where it or any person acting on behalf of it is dealing with Stifel,
any money held in an account with Stifel on behalf of it and/or any person
acting on behalf of it will not be treated as client money within the meaning
of the relevant rules and regulations of the FCA which therefore will not
require Stifel to segregate such money, as that money will be held by Stifel
under a banking relationship and not as trustee;
40. any of its clients, whether or not identified to Stifel, will remain
its sole responsibility and will not become clients of Stifel or any of its
respective affiliates for the purposes of the rules of the FCA or for the
purposes of any other statutory or regulatory provision;
41. it accepts that the allocation of New Ordinary Shares shall be
determined by Stifel (following consultation with the Company and the
Investment Adviser) in its absolute discretion and that Stifel may scale down
any commitments for this purpose on such basis as it may determine;
42. it authorises Stifel to deduct from the total amount subscribed under
the Issue the aggregation commission (if any) (calculated at the rate agreed
with the Company) payable on the number of New Ordinary Shares allocated to it
under the Issue;
43. time shall be of the essence as regards its obligations to settle
payment for the New Ordinary Shares and to comply with its other obligations
under the Issue; and
44. to the fullest extent permitted by law, it acknowledges and agrees to
the disclaimers contained in the Announcement, including this Appendix.
By participating in the Issue, each Placee located outside the United States
acknowledges and agrees that it will (for itself and any person(s) procured by
it to subscribe for New Ordinary Shares and any nominee(s) for any such
person(s)) be further deemed to represent and warrant to each of the Company,
the Investment Adviser and Stifel that:
1. 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 and it is not acquiring the New Ordinary Shares for the account
or benefit of a US Person;
2. it acknowledges that 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 or to, or for the account or benefit
of, US Persons absent registration under, or an exemption from, or in a
transaction not subject to, the registration requirements under the Securities
Act;
3. it acknowledges that the Company has not registered under the
Investment Company Act and that the Company has put in place restrictions for
transactions not involving any public offering in the United States, and to
ensure that the Company is not and will not be required to register under the
Investment Company Act;
4. if in the future the Placee decides to offer, sell, transfer, assign or
otherwise dispose of its New Ordinary Shares, it will do so only in compliance
with an exemption from the registration requirements of the Securities Act and
under circumstances which will not require the Company to register under the
Investment Company Act. It acknowledges that any sale, transfer, assignment,
pledge or other disposal made other than in compliance with such laws and the
above stated restrictions will be subject to the compulsory transfer
provisions as provided in the Articles;
5. it is purchasing the New Ordinary Shares for its own account or for one
or more investment accounts for which it is acting as a fiduciary or agent,
in each case for investment only, and not with a view to or for sale or other
transfer in connection with any distribution of the New Ordinary Shares in any
manner that would violate the Securities Act, the Investment Company Act or
any other applicable securities laws;
6. it acknowledges that the Company reserves the right to make inquiries
of any holder of the New Ordinary Shares or interests therein at any time as
to such person's status under US federal securities laws and to require any
such person that has not satisfied the Company that holding by such person
will not violate or require registration under US securities laws to transfer
such New Ordinary Shares or interests in accordance with the Articles;
7. it acknowledges and understands that the Company is required to comply
with FATCA and CRS and agrees to furnish any information and documents the
Company may from time to time request, including but not limited to
information required under FATCA and CRS;
8. it is entitled to acquire the New Ordinary Shares under the laws of all
relevant jurisdictions which apply to it, it has fully observed all such laws
and obtained all governmental and other consents which may be required
thereunder and complied with all necessary formalities and it has paid all
issue, transfer or other taxes due in connection with its acceptance in any
jurisdiction of the New Ordinary Shares and that it has not taken any action,
or omitted to take any action, which may result in the Company, the Investment
Adviser, Stifel or their respective affiliates or their respective directors,
officers, agents, employees and advisers being in breach of the laws of any
jurisdiction in connection with the Issue or its acceptance of participation
in the Issue;
9. it has received, carefully read and understands this Announcement and
the Prospectus (as amended and supplemented by the Supplementary Prospectus)
and has not, directly or indirectly, distributed, forwarded, transferred or
otherwise transmitted this Announcement, the Prospectus, the Supplementary
Prospectus or any other presentation or offering materials concerning the New
Ordinary Shares to or within the United States or to any US Persons, nor will
it do any of the foregoing; and
10. if it is acquiring any New Ordinary Shares as a fiduciary or agent for
one or more accounts, the Placee has sole investment discretion with respect
to each such account and full power and authority to make such foregoing
representations, warranties, acknowledgements and agreements on behalf of each
such account.
By participating in the Issue, each Placee within the United States
acknowledges and agrees that it will (for itself and any person(s) procured by
it to subscribe for New Ordinary Shares and any nominee(s) for any such
person(s)) be further deemed to represent and warrant to each of the Company,
the Investment Adviser and Stifel as to each of paragraphs 2 to 10 above and
that:
1. it is acquiring the New Ordinary Shares for its 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;
2. 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;
3. 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 re-offered 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 or the New Ordinary
Shares with the SEC or any state securities commission 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 NEW 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 ORDINARY 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.
4. 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 (as
amended and supplemented by the Supplementary Prospectus) (it being understood
that no person has been authorised by the Company to furnish any such
representations or other information);
5. it recognises that there is currently no public market in the United
States for the New Ordinary Shares 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;
6. 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;
7. it has not been and will not be formed or "recapitalised" 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;
8. the New Ordinary Shares have not been offered to it by means of any
general solicitation or general advertising (as defined in Regulation D) or
directed selling efforts (as defined in Regulation S) 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;
9. it is a QIB, an Accredited Investor and a Qualified Purchaser;
10. it has been given the opportunity to (A) ask questions of, and receive
answers from the Company concerning the terms and conditions of the Issue and
other matters pertaining to an investment in the Company and (B) obtain any
additional information that the Company can acquire without unreasonable
effort or expense as it may require to evaluate the merits and risks of an
investment in the Company, and all such questions, to the extent it has
considered them material, have been answered;
11. it understands that no United States federal or state agency has passed
upon the merits or risks of an investment in the New Ordinary Shares or made
any finding or determination concerning the fairness or advisability of this
investment; and
12. 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.
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to Stifel and the Company and their respective
affiliates and are irrevocable and shall not be capable of termination in any
circumstances.
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the New
Ordinary Shares in question. Such agreement assumes that the New Ordinary
Shares are not being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the New Ordinary Shares into a clearance
service. If there are any such arrangements, or the settlement relates to any
other subsequent dealing in the New Ordinary Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor Stifel will be
responsible, and the Placee to whom (or on behalf of whom, or in respect of
the person for whom it is participating in the Issue as an agent or nominee)
the allocation, allotment, issue or delivery of New Ordinary Shares has given
rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Stifel and their
respective affiliates in the event that any of the Company and/or Stifel has
incurred any such liability to UK stamp duty or stamp duty reserve tax. If
this is the case, each Placee should seek its own advice and notify Stifel
accordingly.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any New Ordinary Shares or the agreement by them to
subscribe for any New Ordinary Shares.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Stifel does not owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Stifel or its respective affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the New
Ordinary Shares.
When a Placee or person acting on behalf of the Placee is dealing with Stifel,
any money held in an account with Stifel on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from Stifel's money in accordance with the client money
rules and will be used by Stifel in the course of its own business and the
Placee will rank only as a general creditor of Stifel.
All times and dates in this Announcement (including this Appendix) may be
subject to amendment, and Placees' commitments, representations and warranties
are not conditional on any of the expected times and dates in this
Announcement (including this Appendix) being achieved. Stifel shall notify the
Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and any person requiring
advice should consult an appropriately qualified independent financial
adviser.
Stifel is entitled, at its discretion and out of its own resources, at any
time to rebate to some or all of its investors, or to other parties (including
the Investment Adviser), part or all of its fees relating to the Issue.
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