Amicorp FS (UK) PLC

Share Issue/Capital Change • Jun 5, 2023

National Storage Mechanism | Additional information

RNS Number : 5559B

Amicorp FS (UK) PLC

05 June 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is an advertisement and not a prospectus for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") or otherwise and is not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa.

Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement except ‎solely on the basis of the information contained in the prospectus (together with any ‎supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, ‎published by Amicorp FS (UK) Plc (the "Company", and together with its subsidiaries and subsidiary ‎undertakings the "Group" or "AMIF") today in connection with the offer of existing and new ‎ordinary shares in the capital of the Company (the "Ordinary Shares") and the admission of such ‎Ordinary Shares to the standard listing segment of the Official List of the FCA and to trading on the ‎main market of London Stock Exchange plc ("Admission"). A copy of the Prospectus will shortly be ‎available for inspection at the Company's registered office and on the Company's website at ‎www.amicorp-funds.com, subject to certain access restrictions.‎

	5 June 2023

LEI: 21380028AUYWGMYXQA57

Amicorp FS (UK) Plc

('AMIF', the 'Group' or the 'Company')

Intention to Float on the London Stock Exchange

Proposed placing of new ordinary shares to raise US$6.47 million

Proposed placing of existing ordinary shares to raise US$9.70 million

Amicorp FS (UK) Plc, the international specialist fund services group, announces its intention to launch an initial public offering (the 'IPO' or the 'Offer') and to seek admission for its Ordinary Shares to be admitted to the standard listing segment of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities ('Admission'), a proposed placing of new ordinary shares to raise up to US$6.47 million and a placing of existing ordinary shares to raise up to US$9.70 million.

The offer price in respect of the IPO (the 'Offer Price') will be determined following a book-building process, with Admission currently expected to occur on 8 June 2023.  A prospectus, which has been prepared in relation to the IPO and Admission, is expected to be published later today.

AMIF has engaged Bowsprit Partners Limited ('Bowsprit Partners') as Financial Adviser and Lead Bookrunner, Locke Lord (UK) LLP as Solicitors and BDO LLP as Reporting Accountant and Auditors to the Company.

AMIF Highlights:

•      The Group is a business division of the Amicorp Group, which is a multinational organisation.

•    AMIF is a specialist provider of fund administration services, regulatory reporting, fiduciary services and multi-faceted business support alternatives for a broad mix of clients across private equity, venture capital, hedge funds, family offices and various asset classes locally or globally.

•      AMIF's fund clients are mostly comprised of 'start-up' asset managers with initial AuM in the approximate range of US$10 million to US$20 million.

•      The Group is well placed to support these asset managers by leveraging its experience and expertise in applicable regulatory, financial, compliance, structuring, taxation and reporting requirements, taking advantage of the significant growth in alternative asset management which, among many factors, are expected to drive its organic growth.

•    It is intended that the IPO will enable the Group to scale up in terms of enhanced IT automation, expanding its geographical reach and sales network and increased service offerings.

•     Fund administration services are expected to continue to provide growth opportunities for the Group, owing to its strong link with the asset management industry which has grown significantly in the last five years.

•      AMIF's revenues are comprised of either basis points on the AuM of the relevant fund or a minimum fee plus basis points on AuM. AMIF has a strong track-record of client retention, retention periods ranging between 5-10 years thereby generating predictable recurring revenues for a long period.

•     AMIF continues to benefit from the increasing trend in outsourcing owing to increased regulation, rising internal costs, advances in technology and growing demand for transparency from investors.

•      AMIF will continue to be supported post-IPO by Amicorp Group which has nearly three decades of experience in the fund administration space.  Over this period, Amicorp Group has developed significant industry experience and relationships which AMIF expects to be able to leverage to secure new business.

Kin Lai, Chief Executive Officer of AMIF, said: "We are delighted to announce AMIF's intention to list on the Main Market of the London Stock Exchange.  London retains its status as the world's leading market for the financial services sector and we believe a listing here will give us the best chance of executing our plan to consolidate the fragmented fund services market. Becoming a listed company is a significant milestone for the Group as it will advance our expansion plans and provide new investors with the opportunity to participate in our exciting growth story.  The IPO will also enable us to take full advantage of continued growth in the outsourcing of fund administration services due to diversification within the asset management industry and increasing regulatory and compliance requirements."

Toine Knipping, Non-Executive Chairman of AMIF, added: "During the past 15 years, our talented management team have built a leading specialist fund services provider to the asset management industry.  AMIF is well positioned in its markets with a strongly diversified mix of customers, services and geographies that provide a 'one-stop shop' for clients, who often require reoccurring services.  AMIF has a clear strategy for growth with significant expansion opportunities amongst its current client base and an opportunity to tap into larger funds via its existing network.  The growth prospects are underpinned by a scalable operating platform that has seen significant recent investment.  We look forward to joining the London Stock Exchange and generating continued value for all our stakeholders."

Potential Fundraising Highlights:

Should AMIF proceed with an IPO, the current expectation is that:

•      Its shares will be admitted to the London Stock Exchange Main Market (Standard List).

•    There will be a placing of the Company's shares by Bowsprit Partners that will become unconditional upon Admission. The Company is targeting to raise gross proceeds of at least US$6.47 million. There will also be a placing of existing ordinary shares to raise up to US$9.70 million.

•      Amicorp Group will retain an 85.7% stake in AMIF after listing and have undertaken to the Company and Bowsprit Partners, subject to certain limited exceptions, not to dispose of any ordinary shares at any time from Admission until the expiry of 12 months from Admission.

•      The net proceeds of the Placing receivable by the Company will be approximately US$5.705 million (‎approximately £4.6 million) ‎and are intended to be used for:

o  IT expenses related automation process, licensing fee, consultancy fee (US$1 million);

o  depositary lite licence in Luxembourg; (US$1 million);

o  expansion of regulatory and compliance services (US$1 million);

o  setting up licensed fund administration in Ireland (US$1 million);

o  expansion of sales team in Hong Kong, Switzerland, UK, US, Dubai, Luxembourg, Singapore, Spain and Brazil (US$1.7 million).

Investment Highlights:

Predictable recurring revenues

The Group has predictable and non-cyclical recurring revenues from the contract period of fund clients and client structures.  The contract period of open-ended fund clients is perpetual in the sense that there is no fixed contract period and the fund could exist for a long period of time, so long as there are no significant redemptions.  The Group's close-ended fund clients typically work to a fixed investment term with options to extend (for example 3 years fixed + 3 years extension + 1 year extension), or any other tenure specified in the fund's PPM. The contractual life of the Group's close-ended fund clients is generally between 5 to 7 years.  The Group's fees are either formulated on basis points ('bps') on the AuM of the fund (subject to minimum fees) or a minimum fee plus bps on AuM.

Client Stickiness

The Group's fund clients and client structures typically have a lifespan of between 5 to 10 years.  Due to the nature of the Group's business, it is difficult for its clients to replace service providers such as the Group once they have been engaged for fund administration services.  Transferring services to another provider involves time-consuming legal and administrative processes and additional costs for funds.

Cashflow visibility

To meet respective AML and KYC regulatory obligations for fund clients in a number of jurisdictions, the Group, as fund administrator, acts as the sole bank signatory or one of the bank signatories of funds' bank accounts.  The Group also performs treasury management services for such funds by preparing and/or approving payments to contractual counterparties of the funds, including asset managers (management fees and performance fees), legal advisers (legal and services fees), auditors (audit fees), custodians and other third party service providers.  As the Group manages the funds' bank accounts, its fees for these services are settled and paid after approval. As a result, this helps to limit the amount of the Group's bad debt and allows the Group greater visibility and management on its cash flow to meet various financial obligations.

The services provided by the Group to its clients are well understood within the industry.  The Group is transparent with its clients to limit any ambiguities on fees, the scope of services provided, or the fees applicable to out-of-scope services.  The Directors and Proposed Directors believe that the Group's transparent approach to fees results in minimal disagreements on fees.

Diversification of client base

The Group has significant diversification of revenue from over 440 fund clients and client structures.  Except for the Group's arrangement with Amicorp Group pursuant to an intragroup outsourcing agreement, there is no concentration of revenue and the Group's top ten fund clients and structures account for less than 8.2%, 7.8% and 9.2% (respectively) of the total revenue of the Group during the financial years ending 31 December 2020, 31 December 2021 and 31 December 2022.

Wide geographic footprint

The Group's fund clients are diversified across various jurisdictions, as illustrated below (based on number of funds serviced by the Group during the Historical Financial Information Review Period):

•              FY ending 31 December 2020: MEAI (49%), EU (23%) and Latam (28%)

•              FY ending 31 December 2021: MEAI (48%), EU (25%) and Latam (27%)

•              FY ending 31 December 2022: MEAI (46%), EU (29%) and Latam (25%)

Automation and improvement of profit margin

In 2007, the Group established a fund administration team in Bangalore to be the global outsourcing hub for the Group's fund clients and client structures.  The Group continuously strives to improve its operational structure and automate its operational processes as much as possible to achieve cost and operational efficiency by serving a higher number of funds without a correspondent increase in costs, resulting in consistent or improving profit margins for the Group.

Over the Historical Financial Information Review Period, the Group has maintained a similar number of back offices and relationship management employees while the number of active fund clients has increased year on year: 284 (2020), 391 (2021) and 444 (2022).

The direct cost during the Historical Financial Information Review Period remains around US$3 million per annum while the number of funds is increasing as outlined above.

Continuously adopting new technology platforms with trusted IT partners is important for the Group to keep the Group's business scalable and to further achieve operational and cost efficiency.

For further information please contact:

Amicorp FS (UK) Plc	Via Buchanan Communications
Toine Knipping, Non-Executive Chairman Kin Lai, Chief Executive Officer Stephen Wong, Chief Financial Officer

Bowsprit Partners Limited	Tel: +44 (0) 20 3883 4430
John Treacy Luis Brime	www.bowspritpartners.com

Media Enquiries:

Buchanan Communications	Tel: +44 (0) 20 7466 5000
Simon Compton Hannah Ratcliff	AmicorpFS@buchanan.uk.com

Notes to Editors

AMIF is an international specialist fund services group that works with a broad mix of clients including institutional investors, fund managers (private equity, venture capital and hedge funds) as well as family offices to provide a suite of specialist services across global markets.  AMIF operates at significant scale, providing local and global expertise to over 440 active funds.

AMIF provides a comprehensive and tailored range of services which are all underpinned by market-recognised technology solutions that support clients across the value chain, from a single point of contact.

These include:

•           Fund administration & Investor Services: Fund accounting, fund administration, in-house NAV calculation, investor services including Register & Transfer Agency services, booking of subscriptions & redemptions, audit liaison/support, real time oversight over investment performance.

•           Regulatory & Compliance Services: FATCA and CRS reporting services, Fiduciary, Anti-Money Laundering (AML) officer services in compliance with international rules and regulations including administrative support to the Board and Committees of the Board.

•              BPO Services: Simplifying accounting and administration services through automated accounting processes and providing management insight into business operations through regular and consistent management reporting.

For further information please visit www.amicorp-funds.com/investors/

FURTHER INFORMATION ON THE GROUP

Company strategy and business model

To date, the Group's business development has largely been based on organic growth with its sales team spreading into MEAI, Europe and Latam and its fund clients are mostly comprised of 'start-up' asset managers with initial AuM in the approximate range of US$10 million to US$20 million.  The Group is well placed to support these 'start-up' asset managers by leveraging its experience and expertise in applicable regulatory, financial, compliance, structuring, taxation and reporting requirements.

In addition to traditional asset managers, the Group supports family offices who choose to establish their own fund structures in order to more efficiently and transparently manage their assets spread over multiple jurisdictions within a well-defined regulatory framework.

The Group's strategy is to continue to grow its revenues by further organic growth and by potential acquisition growth.

Organic growth

The Group intends to achieve the following objectives via its continuous organic growth strategy:

1.             to expand its sales network, expertise and geographical reach to capture the growth drivers;

2.             to capture potential revenue increases among its existing client base by expansion of service offerings, including but not limited to ESG reporting and depositary lite services; and

3.        to enhance IT automation in relation to fund administration as well as regulatory and compliance processes to generate economies of scale, improve margins and to tap into a more lucrative client base, including funds with higher AUM.

The Group intends to expand its sales effort to strengthen existing referral relationships and to extend geographical locations especially in financial centres such as Hong Kong, Switzerland, UK, US, Dubai, Luxembourg and Singapore and emerging financial hubs such as Spain, India, Chile, Peru, Mexico and Brazil.

The Group holds fund administration licenses in seven jurisdictions and is planning to obtain licenses in the following jurisdictions:

•              AIF depositary lite license in Luxembourg;

•              fund administration license in Ireland; and

•              fund administration license in Dubai, United Arab Emirates.

By having the appropriate licenses, the Board believes that the Group will be well placed to integrate its services globally and strengthen its sales effort in the Luxembourg and Middle East, which are seen as key growth markets.

As governments and authorities have established strict legal and regulatory controls targeting prevention of money-laundering activities, attention has focused on how service providers identify potential money laundering risks and report suspicious transactions on a timely basis.  The Group believes that asset managers would prefer to focus their resources on investment management activities and outsource day-to-day relevant regulatory tasks to services providers, while maintaining an overview regularly.  The Group will also seek to extend its regulatory and compliance services to the Group's existing fund clients and new clients by developing a scalable operations and IT capabilities, in order to enable it to process higher volumes of information, boost the number of senior in-house compliance experts and provide AML officers with more time to assure further responsibilities.

IT automation is an integral part of the Group's business.  The Group intends to continue the automation of tasks and workflow relating to fund on-boarding, investors' subscriptions and redemptions, NAV calculations, as well as communications to relevant service parties.  The Board believes that operating automated processes and removing manual intervention is key to achieving a scalable business model and improving profit margins.  Moreover, a strong automated infrastructure is expected to better position the Group to attract, not only "start-up" asset managers and family offices, but also funds with larger AuM, further improving the Group's revenues and overall profitability.

In addition to above, the Group will also seek to extend its client base of regulatory and compliance services to asset and investment managers for ESG reporting, accredited investor verification services, data protection compliance, MiFID compliance, AIFMD risk management, investment compliance reporting and fund regulatory reporting services.  The Board believes that IT automation that will help to minimise manual intervention and improve data accuracy will be critical to enable the Group to effectively provide these regulatory and compliance services to such an expanded client base.

Acquisition growth

In October 2021, the Group acquired an authorised fund administrator, ECUS, in Chile. The authorisation held by ECUS is a prerequisite for providing fund administration services to 'public' funds in Chile.  This is instrumental in providing fund services in Mexico, Peru and other Spanish-speaking countries in Latin America.

The Group will continue to seek out acquisition opportunities with the aim of:

o              Enhancing incremental EBITDA;

o              Enhancing the Group's sales networks;

o              Enhancing the Group's licence networks;

o              Acquiring skilled workers both in sales and operations;

o              Adding economies of scale to the Group's current operational model;

o           Strengthening the Group's existing service delivery platform, in terms of improving efficiencies and the scope and quality of services offered; and

o              Extending the Group's client base.

Industry overview

The Group operates in a fragmented global industry in which participants are classified as:

•              Financial Institutions ('FIs'). Several fund administrators are affiliates of international banks and provide full-fledged services, including, custodial, banking, trade execution, FX transactions, prime brokerage, leveraging and fund administration services for asset managers.  The FIs operating in this space include household names such as HSBC, BNY Mellon, State Street, Citco and JP Morgan.

•              Independent fund administrators. These fund administrators are not linked to FIs but provide front, middle and back office services to their fund clients.  Their size in terms of workforce, AuA and number of fund clients are typically similar to FI affiliated fund administrators. Recently, several banks have disposed of their fund administration businesses to independent fund administrators driven by increasingly complex and demanding regulatory requirements. Examples of independent fund administrators are Apex, Intertrust, SS&C, Sanne Group and Mainstream.

•       Specialist fund administrators providing back office and niche services, such as directorships, AML officers and regulatory-related services.  These services are often more appealing to asset managers in specific asset classes, private equity, venture capital and family offices which tend to demand more bespoke services to meet complex regulatory requirements, investors' needs as well as their own internal compliance/risk requirements.

The Group positions itself as specialist fund administrator, tailoring its services to meet fund clients' and family office clients' specific needs.

Market size and growth

The Group's fund clients are alternative fund managers who implement multiple investment strategies across various assets.  The funds are typically organised into different fund structures, predominantly corporate entities and limited partnerships domiciled in popular fund jurisdictions such as the Cayman Islands, Luxembourg and Singapore.

Moreover, the funds can be open-ended or close-ended.  Private equity funds tend to be structured as close-ended, whilst hedge funds tend to be structured as open-ended.

The Board believes that fund administration services for both open-ended and close-ended alternative funds will continue to provide growth opportunities for the Group and its competitors. Preqin estimates that by 2023, global assets held in alternative funds will reach US$14 trillion (Source: Preqin - The Future of Alternatives, October 2018).

Board Directors:

Antonius (Toine) Rudolphus Wilhelmus Knipping, (age 65), Non-Executive Chairman

Mr Knipping is an entrepreneur with over 30 years of experience in the fund services, trust and administration industry.  Mr Knipping co-founded the Amicorp Group in 1992 in Curacao and went on to build the business into an international service provider with offices in numerous off-shore and on-shore jurisdictions worldwide, establishing the four key service lines of the group, Financial Markets Services, Management Services, Fund Services and Banking Services.  Prior to Amicorp, Mr Knipping held roles, among others, at McLaughlin Bank NV and Credit Lyonnais Bank Nederland.  Mr Knipping has diverse business interests including health care, viniculture and animal conservation.  He is a graduate of the University of Brabant in the Netherlands.

Chi Kin Lai, (age 56), Chief Executive Officer

Mr Lai is an experienced senior executive with sales and finance experience.  He has held senior positions within the Amicorp Group since 2010, commencing as managing director of the Hong Kong office.  In 2012, he became the Group's CFO, overseeing the finance and accounting operations of the Group and subsequently from 2015 onwards as the Global Head of Fund Services - Sales, where he has been responsible for formulating the fund services business development strategy globally and driving sales.  Prior to Amicorp, Mr Lai was the Head of Corporate Finance and CFO at Bunstat International Group Ltd, a company designing and constructing operating theatres for hospitals in China.  Prior to that, he was the CFO at Artec Technologies (Asia) Ltd, a video streaming business and as an investment manager at BHL Investment Ltd and Burwill Holdings Ltd in Hong Kong.  Mr Lai is a member of the ACCA and holds a BA from the University of Leicester and a Master of Science from the University of Southampton.

Kiran Kumar Gundu Rao, (age 45), Chief Operating Officer

Mr Kumar is an experienced operational and finance executive. He has held senior positions within the Amicorp Group since 2004.  He has helped set up and manage the Group's operations in Singapore, Bangalore and Curacao. In 2010, Mr Kumar became the Chief Operating Officer and Director of the Amicorp Group and was responsible for providing functional guidance ensuring standardization of operational practices across the Group and developing and implementing global systems and processes to improve efficiency.  As of 2020, Mr Kumar became the COO of the Fund Services division.  Prior to Amicorp, Mr Kumar was a senior consultant and project manager at Vistra Group and before that an executive at IBM India Limited.  Mr Kumar is a member of the Institute of Chartered Accountants of India and an associate of Certified Public Accountants in Australia.

Tat Cheung (Stephen) Wong, (age 33), Chief Financial Officer

Mr Wong is a qualified accountant with experience in international corporate financial reporting and structuring.  Mr Wong joined Amicorp in 2014, initially as a client relationship manager, subsequently becoming an associate director, director and, from 2020, the CFO of the Fund Services division.  Prior to joining Amicorp, Mr Wong worked at PwC.  Mr Wong is a member of the Hong Kong Institute of Certified Public Accountants and the Association of Certified Anti-Money Laundering Specialists and holds a BBA from the University of Hong Kong.

Kathleen (Kathy) Jeanette Byrne, (age 60), Proposed Independent Non-Executive Director

Ms Byrne has 38 years' experience in financial services, covering insurance, savings and risk management.  Ms Byrne is currently Non-Executive Director of Just Group plc's life companies, Just Retirement Limited and Partnership Life Assurance Company Limited and is a member of the Investment Committees.  She is also Non-Executive Director of two Just Mortgage companies, being Just Retirement Money Ltd and Partnership Home Loans Ltd.  She has held a number of c-suite and management roles in a variety of financial services organisations, including Metfriendly, Cardif Pinnacle and Citibank Life.  Ms Byrne is a qualified actuary, graduate of Imperial College, London and has an MBA from Henley Management College.

Patrick Peter Byron, (age 67), Proposed Independent Non-Executive Director

Mr Byron was a Senior Vice President in Mergers & Acquisitions at Atos SE, leading the corporate development function for Atos and, in that role, has led the acquisitions of KPMG Consulting (UK and Netherlands), Sema Group and Siemens IT Services.  Prior to Atos SE, Mr Byron held senior positions at Warnaco Europe, GAP Europe and Burger King EMA. Mr Byron is a Certified Public Accountant and holds a BA from the University of Miami and a Master of Science from Florida International University.

Important Legal Information

This announcement has been prepared by, and is the sole responsibility of, Amicorp FS (UK) Plc and has been approved by Bowsprit Partners Limited ("Bowsprit") solely for the purposes of section 21 of the Financial Services and Markets Act 2000 of the United Kingdom ("FSMA"). Bowsprit Partners is acting for Amicorp FS (UK) Plc and no-one else and will not be responsible for providing the protections afforded to clients of Bowsprit Partners or for providing advice in relation to the proposed offer to any other person. Bowsprit Partners can be contacted at Level 1, Devonshire House, One Mayfair Place, London, W1J 8AJ, United Kingdom.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The Group may decide not to proceed with the possible IPO and there is, therefore, no guarantee that a Prospectus will be published or Admission will occur.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia ("United States")), Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute a prospectus, and shall not form the basis of or constitute any offer or invitation to sell or issue, or any invitation or solicitation of any offer to purchase or subscribe for any Shares or any other securities to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful, including the United States, Australia, Canada, the Republic of South Africa or Japan, 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, any contract or commitment therefore.

The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Shares may not be offered or sold in the United States, except pursuant to an applicable 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 of the United States. There will be no public offering of the securities in the United States.

This announcement is only addressed to and directed at: (A) if in member states of the European Economic Area (the "EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, persons who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates will be available in the United Kingdom only to relevant persons and to Qualified Investors in any member state of the EEA and will be engaged in only with such persons.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. These statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Group's strategy) as well as assumptions made by the Directors and information currently available to the Group.  Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual financial condition, results of operations, cash flows, liquidity, production, reserves or prospects to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as at the date they are made. No representation is made or will be made that any forward-looking statements will come to pass or prove to be correct.

In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur or the Company's actual results, performance or achievements might be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Each of the Company and Bowsprit Partners and their respective directors, officers, employees, advisers and agents, expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement or any other information contained in this announcement whether as a result of new information, future developments or otherwise.

Any subscription or purchase of Shares in the possible IPO should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the IPO. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Shares or any other securities, 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 or commitment whatsoever.

The Group may decide not to go ahead with the possible IPO and there is therefore no guarantee that a Prospectus will be published or Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

You should not base any financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing a portion or all of the amount invested.  The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of an investment in Shares for the person concerned. Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice; or (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

Bowsprit Partners is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the possible IPO and will not regard any other person as a client in relation to the possible IPO and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for the giving of advice in relation to the possible IPO or any transaction, matter, or arrangement referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Bowsprit Partners by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Bowsprit Partners, nor any of its affiliates or any of their or their respective affiliates' directors, personally liable partners, officers, employees, advisers or agents accept any responsibility or liability whatsoever for, or make 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 Group or its associated companies, 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. Bowsprit Partners and its affiliates, directors, personally liable partners, officers, employees, advisers or agents each accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement. No representation or warranty express or implied, is made by Bowsprit Partners or any of its affiliates, directors, personally liable partners, officers, employees, advisers or agents accepts as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement.

Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Group ascertained the underlying economic assumptions relied upon therein. Certain data in this announcement, including financial, statistical and operating information has been rounded. As a result, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data.

For the avoidance of doubt, the contents of the Group's websites are not incorporated by reference into, and do not form part of, this announcement.

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