Prospectus • Nov 19, 2019
Prospectus
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THIS SECURITIES NOTE, THE REGISTRATION DOCUMENT AND THE SUMMARY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.
This Securities Note, the Registration Document and the Summary together which comprise a prospectus relating to Octopus Renewables Infrastructure Trust Plc (the "Company") (the "Prospectus") has been approved by the Financial Conduct Authority (the "FCA") under the Prospectus Regulation and has been delivered to the FCA in accordance with Rule 3.2 of the Prospectus Regulation Rules. The Prospectus has been made available to the public as required by the Prospectus Regulation Rules.
The Prospectus has been approved by the FCA of 12 Endeavour Square, London E20 1JN, as the competent authority under the Prospectus Regulation. Contact information relating to the FCA can be found at http://www.fca.org.uk/contact.
This Securities Note has been issued in connection with the issue of up to 1,100 million Ordinary Shares and/or C Shares in aggregate throughout the period from 19 November 2019 to 18 November 2020 in connection with the Share Issuance Programme.
The FCA only approves this Securities Note as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Company or the quality of the securities that are the subject of this Securities Note. Investors should make their own assessment as to the suitability of investing in securities.
Applications will be made to the Financial Conduct Authority and the London Stock Exchange for all of the Ordinary Shares and/or C Shares issued and to be issued pursuant to the Share Issuance Programme (including the First Issue) to be admitted to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market. It is expected that First Admission will become effective and that unconditional dealings will commence in the Ordinary Shares at 8.00 a.m. on 10 December 2019. It is expected that any Subsequent Admissions pursuant to Subsequent Issues of Ordinary Shares and/or C Shares will become effective and that dealings for normal settlement in such Ordinary Shares and C Shares, as the case may be, will commence between 11 December 2019 and 18 November 2020. All dealings in Ordinary Shares and/or C Shares will be at the sole risk of the parties concerned. The Ordinary Shares and C Shares will not be dealt in on any other recognised investment exchange and no other such applications have been made or are currently expected.
The Company and each of the Directors, whose names appear on page 18 of this Securities Note, accept responsibility for the information contained in this Securities Note. To the best of the knowledge of the Company and the Directors, the information contained in this Securities Note is in accordance with the facts and this Securities Note makes no omission likely to affect its import.
Prospective investors should read the entire Prospectus and, in particular, the section headed "Risk Factors" on pages 5 to 7 of this Securities Note and the risk factors set out in the Registration Document when considering an investment in the Company.
(Incorporated in England and Wales with registered number 12257608 and registered as an investment company under section 833 of the Companies Act)
Share Issuance Programme of Ordinary Shares and/or C Shares
including
a First Placing, Offer for Subscription and Intermediaries Offer for a target issue of 250 million Ordinary Shares at £1.00 per Ordinary Share1
Investment Manager
Octopus Investments Limited
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of the Prospectus) as its client and will not be responsible to anyone
1 The Directors have reserved the right, in conjunction with Peel Hunt and the Investment Manager to increase the size of the First Issue to a maximum of 350 million Ordinary Shares if overall demand exceeds 250 million Ordinary Shares, with any such increase being announced through a Regulatory Information Service.
other than the Company for providing the protections afforded to its clients or providing any advice in relation to the First Issue, any Admission or the Share Issuance Programme, the contents of the Prospectus, or any transaction or arrangement referred to in the Prospectus.
Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by FSMA or the regulatory regime established thereunder or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Peel Hunt does not make any representation, express or implied, in relation to, nor accepts any responsibility whatsoever for, the contents of the Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company, the Ordinary Shares and/or C Shares, the First Issue, the Share Issuance Programme or any Admission. Peel Hunt (together with its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for statutory liability), whether arising in tort, contract or otherwise which it might otherwise have in respect of the Prospectus or any other statement.
The Offer for Subscription will remain open until 1.00 p.m. on 5 December 2019, the Intermediaries Offer will remain open until 3.00 p.m. on 5 December 2019 and the First Placing will remain open until 5.00 p.m. on 5 December 2019. Persons wishing to participate in the Offer for Subscription should complete the Application Form set out in Appendix 1 to this Securities Note and, where appropriate, the Tax Residency Self-Certification Form set out in Appendix 2 to this Securities Note. To be valid, Application Forms and Tax Residency Self-Certification Forms must be completed and returned with the appropriate remittance by post to the Receiving Agent so as to be received no later than 1.00 p.m. on 5 December 2019.
Prospective investors should rely only on the information contained in the Prospectus. No person has been authorised to give any information or make any representations in relation to the Company other than those contained in the Prospectus and, if given or made, such information or representations must not be relied upon as having been so authorised by the Company, the AIFM, the Investment Manager or Peel Hunt. Without prejudice to the Company's obligations under the Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation and MAR, neither the delivery of the Prospectus nor any subscription for or purchase of Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme, under any circumstances, creates any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of the Prospectus.
The contents of this Prospectus are not to be construed as legal, financial, business, investment or tax advice. Investors should consult their own legal adviser, financial adviser or tax adviser for legal, financial, business, investment or tax advice. Investors must inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer, redemption or other disposal of Ordinary Shares and/or C Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Ordinary Shares and/or C Shares which they might encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of, or subscription for Ordinary Shares and/or C Shares. Investors must rely on their own representatives, including their own legal advisers and accountants, as to legal, financial, business, investment, tax, or any other related matters concerning the Company and an investment therein. None of the Company, the AIFM, the Investment Manager or Peel Hunt nor any of their respective representatives is making any representation to any offeree or purchaser of Ordinary Shares and/or C Shares regarding the legality of an investment in the Ordinary Shares and/or C Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser.
The Prospectus may not be used for the purpose of, and does not constitute, an offer or solicitation by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful or not authorised or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or Peel Hunt or to any person to whom it is unlawful to make such offer or solicitation. The offer and sale of Ordinary Shares and C Shares has not been and will not be registered under the applicable securities laws of Canada, Australia, the Republic of South Africa or Japan. Subject to certain exemptions, the Ordinary Shares and the C Shares may not be offered to or sold within Canada, Australia, the Republic of South Africa or Japan or to any national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan.
The Ordinary Shares and the C Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act). There will be no public offer of the Ordinary Shares and/or C Shares in the United States. The Ordinary Shares and the C Shares may be offered or sold outside the United States to non-U.S. Persons in offshore transactions in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S thereunder. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and the recipients of this Securities Note will not be entitled to the benefits of the U.S. Investment Company Act.
Neither the Ordinary Shares nor the C Shares have been approved or disapproved by the U.S. Securities Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any offering of Ordinary Shares or C Shares or the accuracy or adequacy of this Securities Note or the Prospectus of which it relates. Any representation to the contrary is a criminal offence in the United States and any re-offer or resale of any of the Ordinary Shares or the C Shares in the United States or to U.S. Persons may constitute a violation of U.S. law or regulation. The Securities Note and the Prospectus of which it forms part may not be published, distributed or transmitted by means or made, directly or indirectly in whole or in part, in or into the United States. Any person in the United States who obtains a copy of this Securities Note is required to disregard it.
In relation to each member state in the EEA that has implemented the AIFM Directive, neither the Ordinary Shares nor the C Shares have been or will be directly or indirectly offered to or placed with investors in that member state at the initiative of or on behalf of the Company, the AIFM or the Investment Manager other than in accordance with methods permitted in that member state.
Copies of this Securities Note, the Registration Document and the Summary (along with any Future Securities Note, Future Summary and/or Future Registration Document) will be available on the Company's website (www.octopusrenewablesinfrastructure.com) and the National Storage Mechanism of the FCA at www.morningstar.co.uk/uk/nsm and hard copies of such documents can be obtained free of charge from the Company Secretary.
Dated: 19 November 2019
| Page | |
|---|---|
| RISK FACTORS | 5 |
| IMPORTANT INFORMATION | 8 |
| EXPECTED TIMETABLE | 15 |
| SHARE ISSUANCE PROGRAMME STATISTICS | 16 |
| DEALING CODES | 17 |
| DIRECTORS, MANAGEMENT AND ADVISERS | 18 |
| PART 1 – THE FIRST ISSUE | 20 |
| PART 2 – THE SHARE ISSUANCE PROGRAMME | 27 |
| PART 3 – TERMS AND CONDITIONS OF APPLICATION UNDER THE FIRST PLACING AND ANY SUBSEQUENT PLACING UNDER THE SHARE ISSUANCE PROGRAMME |
32 |
| PART 4 – TERMS AND CONDITIONS OF APPLICATION UNDER THE OFFER FOR SUBSCRIPTION |
44 |
| PART 5 – TAXATION | 56 |
| PART 6 – GENERAL INFORMATION | 60 |
| PART 7 – DEFINITIONS | 80 |
| APPENDIX 1 – APPLICATION FORM | 87 |
| APPENDIX 2 – TAX RESIDENCY SELF-CERTIFICATION FORM (INDIVIDUALS) | 95 |
Investment in the Company should not be regarded as short-term in nature and involves a degree of risk. Accordingly, investors should consider carefully all of the information set out in this Securities Note and the risks attaching to an investment in the Company including, in particular, the risks described below.
The Directors believe that the risks described below are the material risks relating to an investment in the Ordinary Shares and/or the C Shares at the date of this Securities Note. Additional risks and uncertainties not currently known to the Directors, or that the Directors deem immaterial at the date of this Securities Note, may also have an adverse effect on the performance of the Company and the value of the Ordinary Shares and/or the C Shares. Investors should review this Securities Note, as well as the information contained in the Registration Document (including the section entitled "Risk Factors"), carefully and in its entirety and consult with their professional advisers before making an application to participate in the Share Issuance Programme.
The value of an investment in the Company, and the returns derived from it, if any, may go down as well as up and an investor may not get back the amount invested. The market price of the Ordinary Shares and the C Shares, like shares in all investment companies, may fluctuate independently of their underlying net asset values and may trade at a discount or premium to net asset value at different times, depending on factors such as supply and demand for the Ordinary Shares and/or C Shares, market conditions and general investor sentiment. There can be no guarantee that any discount control policy will be successful or capable of being implemented. The market value of an Ordinary Share or a C Share may vary considerably from its Net Asset Value.
The price at which the Ordinary Shares and C Shares will be traded and the price at which investors may realise their investment will be influenced by a large number of factors, some specific to the Company and its investments and some which may affect companies generally. Admission should not be taken as implying that there will be a liquid market for the Ordinary Shares or the C Shares. Consequently, the share price may be subject to greater fluctuation on small volumes of trading of Ordinary Shares or C Shares and the Ordinary Shares and/or C Shares may be difficult to sell at a particular price. The market price of the Ordinary Shares and/or C Shares may not reflect their underlying Net Asset Value.
While the Directors retain the right to effect repurchases of Ordinary Shares, they are under no obligation to use such powers or to do so at any time and Shareholders should not place any reliance on the willingness of the Directors so to act. Shareholders wishing to realise their investment in the Company may therefore be required to dispose of their Ordinary Shares and/or C Shares in the market. There can be no guarantee that a liquid market in the Ordinary Shares and/or C Shares will develop or that the Ordinary Shares and/or C Shares will trade at prices close to their underlying Net Asset Value. Accordingly, Shareholders may be unable to realise their investment at such Net Asset Value or at all.
The number of Ordinary Shares and C Shares to be issued pursuant to the Share Issuance Programme (including the First Issue) is not yet known, and there may be a limited number of holders of Ordinary Shares and/or C Shares. Limited numbers and/or holders of Ordinary Shares and/or C Shares may mean that there is limited liquidity in the Ordinary Shares and/or C Shares which may affect: (i) an investor's ability to realise some or all of his/her investment; and/or (ii) the price at which such investor can effect such realisation; and/or (iii) the price at which such Ordinary Shares and/or C Shares trade in the secondary market.
Following the First Issue, the Company may issue new equity in the future pursuant to the Share Issuance Programme or otherwise. While the Companies Act contains statutory pre-emption rights for Shareholders in relation to issues of shares in consideration for cash, the Company currently has authority to issue up to 750 million Ordinary Shares and/or C Shares on a non-pre-emptive basis following First Admission. Where statutory pre-emption rights are disapplied, any additional equity financing will be dilutive to those Shareholders who cannot, or choose not to, participate in such financing. The voting rights may be diluted further on conversion of any C Shares depending on the applicable conversion ratio.
Sales of Ordinary Shares and/or C Shares or interests in the Ordinary Shares and/or C Shares by significant investors could depress the market price of the Ordinary Shares and/or C Shares. A substantial number of Ordinary Shares and/or C Shares being sold, or the perception that sales of this type could occur, could also depress the market price of the Ordinary Shares and/or C Shares. Both scenarios, occurring either individually or collectively, may make it more difficult for Shareholders to sell the Ordinary Shares and/or C Shares at a time and price that they deem appropriate.
The assets that the Company proposes to invest in, and the income derived from those assets, will be denominated in a number of currencies. The Ordinary Shares are and any C Shares will be denominated in Sterling, will be traded on the premium segment of the London Stock Exchange's main market in Sterling and any dividends on the Ordinary Shares or C Shares will be paid in Sterling.
An investment in the Ordinary Shares and/or C Shares by an investor in a jurisdiction whose principal currency is not Sterling will be exposed to the exchange rate between Sterling and the principal currency of their jurisdiction and any depreciation of Sterling in relation to such foreign currency will reduce the value of the investment in the Ordinary Shares and/or C Shares in foreign currency terms. In addition, Shareholders in a jurisdiction whose principal currency is not the currency in which they receive dividends will be exposed to any changes in the exchange rate between the currency in which they receive dividends and the principal currency of their jurisdiction from the moment the dividend is declared until the moment the dividend is paid.
The Ordinary Shares and C Shares have not been registered and will not be registered in the United States under the U.S. Securities Act or under any other applicable securities laws. Moreover, the Ordinary Shares and C Shares are only being offered and sold outside the United States to non-U.S. Persons (as defined in Regulation S under the U.S. Securities Act).
If at any time the holding or beneficial ownership of any shares in the Company by any person (whether on its own or taken with other shares), in the opinion of the Directors: (i) would cause the assets of the Company to be treated as "plan assets" of any Benefit Plan Investor under section 3(42) of ERISA or the U.S. Tax Code; or (ii) would or might result in the Company and/or its shares and/or any of its appointed investment managers or investment advisers being required to register or qualify under the U.S. Investment Company Act, and/or U.S. Investment Advisers Act of 1940 and/or the U.S. Securities Act and/or the U.S. Securities Exchange Act 1934, as amended and/or any laws of any state of the U.S. or other jurisdiction that regulate the offering and sale of securities; or (iii) may cause the Company not to be considered a "Foreign Private Issuer" under the U.S. Securities Exchange Act 1934, as amended; or (iv) may cause the Company to be a "controlled foreign corporation" for the purpose of the U.S. Tax Code; or (v) creates a significant legal or regulatory issue for the Company under the U.S. Bank Holding Company Act 1956, as amended or regulations or interpretations thereunder, or (vi) would cause the Company adverse consequences under the foreign account tax compliance provisions of the U.S. Hiring Incentives to Restore Employment Act of 2010 or any similar legislation in any territory or jurisdiction (including the International Tax Compliance Regulation 2015), including the Company becoming subject to any withholding tax or reporting obligation or to be unable to avoid or reduce any such tax or to be unable to comply with any such reporting obligation (including by reason of the failure of the Shareholder concerned to provide promptly to the Company such information and documentation as the Company may have requested to enable the Company to avoid or minimise such withholding tax or to comply with such reporting obligations) then any shares which the Directors decide are shares which are so held or beneficially owned ("Prohibited Shares") must be dealt with in accordance with the Articles. The Directors may at any time give notice in writing to the holder of a share requiring him or her to make a declaration as to whether or not the share is a Prohibited Share.
The Board may require the holder of such Prohibited Shares to dispose of such Prohibited Shares and, if the Shareholder does not sell such shares, may dispose of such shares on their behalf. These restrictions may make it more difficult for Shareholders to sell the Ordinary Shares and/or C Shares and may have an adverse effect on the market value of the Ordinary Shares and/or C Shares.
This Securities Note should be read in its entirety, along with the Summary and the Registration Document before making any application for Ordinary Shares and/or C Shares.
Prospective investors should rely only on the information contained in the Prospectus (which comprises this Securities Note, together with the Registration Document and the Summary). No person has been authorised by the Company to issue any advertisement or to give any information or to make any representations in connection with the offering or sale of Ordinary Shares and/or C Shares other than those contained in this Prospectus and, if issued, given or made, such advertisement, information or representation must not be relied upon as having been authorised by the Company, the AIFM, the Investment Manager or Peel Hunt. Without prejudice to the Company's obligations under the Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation and MAR, neither the delivery of the Prospectus nor any subscription for or purchase of Ordinary Shares and/or C Shares made pursuant to the Share Issuance Programme, under any circumstances, creates any implication that there has been no change in the affairs of the Company since, or that the information contained in the Prospectus is correct at any time subsequent to, the date of the Prospectus.
Prospective investors should not treat the contents of the Prospectus as advice relating to legal, taxation, investment or any other matters. Prospective investors should inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer or other disposal of Ordinary Shares and/or C Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Ordinary Shares and/or C Shares which they might encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of, or subscription for Ordinary Shares and/or C Shares. Prospective investors must rely upon their own legal advisers, accountants and other financial advisers as to legal, tax, investment or any other related matters concerning the Company and an investment in the Ordinary Shares and/or C Shares.
Apart from the liabilities and responsibilities (if any) which may be imposed on Peel Hunt by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Peel Hunt does not make any representation, express or implied, nor accepts any responsibility whatsoever for, the contents of the Prospectus nor for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Ordinary Shares and/or C Shares, the Share Issuance Programme or any Admission. Peel Hunt (together with its respective affiliates) accordingly, to the fullest extent permitted by law, disclaims all and any liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might otherwise have in respect of the Prospectus or any other statement.
In connection with the Share Issuance Programme, Peel Hunt and any of its affiliates, acting as investors for its or their own account(s), may subscribe for or purchase Ordinary Shares and/or C Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in the Ordinary Shares and/or C Shares and other securities of the Company or related investments in connection with the Share Issuance Programme or otherwise. Accordingly, references in the Prospectus to the Ordinary Shares and/or C Shares being issued, offered, acquired, subscribed or otherwise dealt with, should be read as including any issue or offer to, acquisition of, or subscription or dealing by Peel Hunt and any of its affiliates acting as an investor for its or their own account(s). Neither Peel Hunt nor any of its affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, Peel Hunt may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements in connection with which Peel Hunt may from to time acquire, hold or dispose of shareholdings in the Company.
The Prospectus should be read in its entirety before making any application for Ordinary Shares and/or C Shares. All Shareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Company's memorandum of association and the Articles which prospective investors should review. A summary of the Articles is contained in paragraph 3 of Part 6 of this Securities Note.
Under the Intermediaries Offer, the Ordinary Shares are being offered to Intermediaries who will facilitate the participation of their retail investor clients (and any member of the public who wishes to become a client of that Intermediary) located in the United Kingdom, the Channel Islands and the Isle of Man. The Company consents to the use of the Prospectus in connection with any subsequent resale or final placement of securities by the Intermediaries in the United Kingdom, the Channel Islands and the Isle of Man on the following terms: (i) in respect of the Intermediaries who have been appointed prior to the date of this Securities Note, as listed in paragraph 8 of Part 6 of this Securities Note; and (ii) in respect of Intermediaries who are appointed after the date of this Securities Note, a list of which appears on the Company's website, from the date on which they are appointed to participate in connection with any subsequent resale or final placement of securities and, in each case, until the closing of the period for the subsequent resale or final placement of securities by the Intermediaries at 3.00 p.m. on 5 December 2019, unless closed prior to that date.
The offer period within which any subsequent resale or final placement of securities by the Intermediaries can be made and for which consent to use the Prospectus is given commences on 19 November 2019 and closes on 5 December 2019, unless closed prior to that date (any such prior closure to be announced via a Regulatory Information Service).
Any Intermediary that uses the Prospectus must state on its website that it uses the Prospectus in accordance with the Company's consent. Intermediaries are required to provide the terms and conditions of the Intermediaries Offer to any prospective investor who has expressed an interest in participating in the Intermediaries Offer to such Intermediary. Information on the terms and conditions of any subsequent resale or final placement of securities by any financial intermediary is to be provided at the time of the offer by the financial intermediary.
The Company consents to the use of the Prospectus and accepts responsibility for the information contained in the Prospectus with respect to subsequent resale or final placement of securities by any financial intermediary given consent to use the Prospectus.
Any new information with respect to Intermediaries unknown at the time of approval of the Prospectus will be available on the Company's website at www.octopusrenewablesinfrastructure.com.
The Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction: (i) in which such offer or solicitation is not authorised; or (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer or solicitation. The distribution of the Prospectus and the offering of Ordinary Shares and/or C Shares in certain jurisdictions may be restricted and accordingly persons into whose possession the Prospectus is received are required to inform themselves about and to observe such restrictions.
The Ordinary Shares and C Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act). There will be no public offer of the Ordinary Shares and/or the C Shares in the United States. The Ordinary Shares and C Shares are being offered or sold outside the United States to non-U.S. Persons in offshore transactions in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S thereunder. The Company has not been and will not be registered under the U.S. Investment Company Act and investors will not be entitled to the benefits of the U.S. Investment Company Act.
Neither the Ordinary Shares nor the C Shares have been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of Ordinary Shares or C Shares or the accuracy or adequacy of this Securities Note or the Prospectus of which it relates. Any representation to the contrary is a criminal offence in the United States and any re-offer or resale of any of the Ordinary Shares or the C Shares in the United States or to U.S. Persons may constitute a violation of U.S. law or regulation. The Securities Note and the Prospectus of which it forms part may not be published, distributed or transmitted by means or made, directly or indirectly in whole or in part, in or into the United States. Any person in the United States who obtains a copy of this Securities Note is requested to disregard it.
The offer and sale of Ordinary Shares and C Shares has not been and will not be registered under the applicable securities laws of Canada, Japan, Australia or the Republic of South Africa. Subject to certain exemptions, the Ordinary Shares and C Shares may not be offered to or sold within Canada, Japan, Australia or the Republic of South Africa or to any national, resident or citizen of such territories.
In relation to each Relevant Member State, no Ordinary Shares or C Shares have been offered or will be offered pursuant to the Share Issuance Programme to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Ordinary Shares and/or C Shares which has been approved by the competent authority in that Relevant Member State, or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Regulation, except that offers of Ordinary Shares and/or C Shares to the public may be made at any time under the following exemptions under the Prospectus Regulation:
provided that no such offer of Ordinary Shares and/or C Shares shall result in a requirement for the publication of a document pursuant to Article 3 of the Prospectus Regulation and each person who initially acquires any Ordinary Shares or C Shares or to whom any offer is made under the First Placing or any Subsequent Placing will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(e) of the Prospectus Regulation.
The expression an "offer to the public" in relation to any offer of Ordinary Shares and/or C Shares in any Relevant Member State means a communication in any form and by any means presenting sufficient information on the terms of the offer and any Ordinary Shares and/or C Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Ordinary Shares and/or C Shares, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
Each Relevant Member State has adopted legislation implementing the AIFM Directive into national law. Under the AIFM Directive, marketing to any investor domiciled or with a registered office in the EEA will be restricted by such laws and no such marketing shall take place except as permitted by such laws. Outside of the UK, the AIFM has applied to the FCA for a marketing passport in respect of France, Ireland and Italy. No action has been taken in the EEA outside of these jurisdictions and the Company will only be marketed within the EEA to the extent it is lawful to do so.
Notwithstanding that the AIFM may be able to market Ordinary Shares and C Shares to professional investors in a Relevant Member State, the Ordinary Shares and C Shares may not be marketed to retail investors (as this term is defined in the AIFM Directive as transposed in the Relevant Member State) in that Member State in accordance with applicable local laws. The Ordinary Shares and C Shares may not be offered, sold or delivered and neither the Prospectus nor any other offering materials relating to the Ordinary Shares and C Shares may be distributed or made available to retail investors in a Relevant Member State other than the UK.
The Share Issuance Programme (including the First Issue) referred to in the Prospectus is available, and is and may be made, and is being provided in or from within the Bailiwick of Guernsey only:
The Commission takes no responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it.
The Share Issuance Programme (including the First Issue) referred to in this Prospectus is not available in or from within the Bailiwick of Guernsey other than in accordance with the above paragraphs and must not be relied upon by any person unless made or received in accordance with such paragraphs.
The Share Issuance Programme (including the First Issue) that is the subject of the Prospectus may only be made in Jersey where the Share Issuance Programme (including the First Issue) is valid in the United Kingdom or Guernsey and is 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 offer and it must be distinctly understood that the Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Company. By accepting this offer 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, as amended.
The Share Issuance Programme (including the First Issue) is available, and is and may be made, in or from within the Isle of Man and the Prospectus is being provided in or from within the Isle of Man only:
The Share Issuance Programme (including the First Issue) referred to in the Prospectus and the Prospectus are not available in or from within the Isle of Man other than in accordance with paragraphs (i) and (ii) above and must not be relied upon by any person unless made or received in accordance with such paragraphs.
The distribution of the Prospectus and offering of Ordinary Shares and/or C Shares in jurisdictions other than the UK, the Channel Islands and the Isle of Man may be restricted by law and therefore persons into whose possession the Prospectus comes should inform themselves about and observe any such restrictions.
The Company intends to conduct its affairs so that its Ordinary Shares and C Shares can be recommended by financial advisers to retail investors in accordance with the FCA's rules in relation to non-mainstream pooled investment products. The Company's Ordinary Shares and C Shares are expected to be excluded from the FCA's restrictions which apply to non-mainstream pooled investment products because they are shares in an investment trust.
The Company intends to conduct its affairs so that its Ordinary Shares and C Shares can be recommended by financial advisers to retail investors in accordance with the rules on the distribution of financial instruments under The Markets in Financial Instruments Directive II ("MiFID II"). The Directors consider that the requirements of Article 57 of the MiFID II delegated regulation of 25 April 2016 will be met in relation to the Company's Ordinary Shares and C Shares and that, accordingly, the Ordinary Shares and C Shares should be considered "non-complex" for the purposes of MiFID II.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares and the C Shares have been subject to a product approval process, which has determined that the Ordinary Shares and/or C Shares to be issued pursuant to the Share Issuance Programme (including the First Issue) 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 Directive 2014/65/EU; and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares and/or C Shares may decline and investors could lose all or part of their investment; neither the Ordinary Shares nor the C Shares offer guaranteed income or capital protection; and an investment in the Ordinary Shares and/or C Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Share Issuance Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU; 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 Ordinary Shares and/or C Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and/or C Shares and determining appropriate distribution channels.
In accordance with the PRIIPs Regulation, a key information document prepared by the Investment Manager in relation to the Ordinary Shares is available on the Company's website: www.octopusrenewablesinfrastructure.com. It is the responsibility of each distributor of Ordinary Shares to ensure that its "retail clients" are provided with a copy of the key information document.
The Investment Manager is the manufacturer of the Ordinary Shares and the C Shares for the purposes of the PRIIPs Regulation and none of the Company, Peel Hunt or the AIFM is a manufacturer for these purposes. None of the Company, Peel Hunt or the AIFM makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the key information document prepared by the Investment Manager in relation to the Ordinary Shares or any other key information document in relation to the Ordinary Shares or the C Shares prepared by the Investment Manager in the future nor accepts any responsibility to update the contents of any key information document in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such key information document to future distributors of Ordinary Shares or C Shares. Each of the Company, Peel Hunt 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 any key information document prepared by the Investment Manager.
The information that a prospective investor in the Company provides in documents in relation to a subscription for Ordinary Shares or C Shares or subsequently by whatever means which relates to the prospective investor (if it is an individual) or a third party individual ("personal data") will be held and processed by the Company (and any third party in the United Kingdom to whom it may delegate certain administrative functions in relation to the Company) in compliance with: (a) the relevant data protection legislation and regulatory requirements of the United Kingdom (the "Data Protection Legislation"); and (b) the Company's privacy notice, a copy of which is available for consultation on the Company's website at www.octopusrenewablesinfrastructure.com/privacy-notice/ ("Privacy Notice") (and if applicable any other third party dele gate's privacy notice).
Without limitation to the foregoing, each prospective investor acknowledges that it has been informed that such information will be held and processed by the Company (or any third party, functionary, or agent appointed by the Company, which may include, without limitation, the Registrar) in accordance with and for the purposes set out in the Company's Privacy Notice which include:
Where necessary to fulfil the purposes set out above and in the Company's Privacy Notice, the Company (or any third party, functionary, or agent appointed by the Company, which may include, without limitation, the Registrar) will:
The foregoing processing of personal data is required in order to perform the contract with the prospective investor, to comply with the legal and regulatory obligations of the Company or otherwise is necessary for the legitimate interests of the Company.
If the Company (or any third party, functionary or agent appointed by the Company, which may include, without limitation, the Registrar) discloses personal data to such a third party, agent or functionary and/or makes such a transfer of personal data it will ensure that adequate safeguards are in place for the protection of such personal data, details of which shall be set out in the Privacy Notice or otherwise notified from time to time.
Prospective investors are responsible for informing any third party individual to whom the personal data relates of the disclosure and use of such data in accordance with these provisions. Individuals have certain rights in relation to their personal data; such rights and the manner in which they can be exercised are set out in the Company's Privacy Notice.
Unless otherwise indicated, all references in this Securities Note to "£", "pence" or "GBP" are to the lawful currency of the UK, all references in this Securities Note to "Euro" or "€" are to the lawful currency of the EU.
A list of defined terms used in this Securities Note is set out at pages 80 to 86.
In this Securities Note there are references to various pieces of European Union legislation, for instance the AIFM Directive. While the UK remains a member of the EU or becomes subject to a transitional and implementation period ("TIP") following the exit day when the UK leaves the EU, during which EU law continues to apply to the UK as if it were still a member of the EU, references to EU legislation in respect of application to the UK should be construed as references to that legislation as enacted by the EU. Should the UK leave the EU without becoming subject to a TIP or on the TIP coming to an end, references to EU legislation in respect of application to the UK should be construed as references to that legislation as transposed into UK law by the European Union (Withdrawal) Act 2018 ("EUWA") and as further amended by secondary legislation made under EUWA.
Without limitation, neither the contents of the Company's or the Investment Manager's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's or the Investment Manager's website (or any other website) is incorporated into, or forms part of this Securities Note, or has been approved by the FCA.
Unless otherwise stated, statements made in this Securities Note are based on the law and practice currently in force in England and Wales.
The Prospectus contains forward looking statements, including, without limitation, statements containing the words "believes", "estimates", "anticipates", "expects'", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. Such forward looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievement of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.
Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward looking statements. These forward looking statements speak only as at the date of this Securities Note. Subject to its legal and regulatory obligations (including under the Prospectus Regulation Rules), the Company expressly disclaims any obligations to update or revise any forward looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including FSMA, the Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation and MAR.
Nothing in the preceding paragraphs should be taken as limiting the working capital statement in paragraph 5 of Part 6 of this Securities Note.
| Publication of the Prospectus | 19 November 2019 |
|---|---|
| First Issue opens | 19 November 2019 |
| Latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription |
1.00 p.m. on 5 December 2019 |
| Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer |
3.00 p.m. on 5 December 2019 |
| Latest time and date for commitments under the First Placing | 5.00 p.m. on 5 December 2019 |
| Announcement of the results of the First Issue | 6 December 2019 |
| First Admission and dealings in the Ordinary Shares issued pursuant to the First Issue commence |
8.00 a.m. on 10 December 2019 |
| Crediting of CREST stock accounts in respect of the Ordinary Shares issued pursuant to the First Issue |
as soon as practicable after 8.00 a.m. on 10 December 2019 |
| Where applicable, definitive share certificates despatched in respect of the Ordinary Shares* |
week commencing 16 December 2019 (or as soon as possible thereafter) |
*Underlying Applicants who apply to Intermediaries for Ordinary Shares under the Intermediaries Offer will not receive share certificates.
| Subsequent Issues under the Share Issuance Programme | between 11 December 2019 and 18 November 2020 |
|---|---|
| Publication of the Share Issuance Programme Price in respect of | as soon as possible following the |
| each Subsequent Issue | closing of a Subsequent Issue |
| Admission and crediting of CREST accounts in respect of each Subsequent Issue |
as soon as possible following the allotment of Ordinary Shares and/or C Shares pursuant to a Subsequent Issue |
| Definitive share certificates in respect of the Ordinary | approximately one week following the |
| Shares and/or C Shares issued pursuant to each | Admission of any Ordinary Shares and/or |
| Subsequent Issue | C Shares pursuant to a Subsequent Issue |
The dates and times specified are subject to change subject to agreement between the Company and Peel Hunt. All references to times in this Securities Note are to London time unless otherwise stated. Any changes to the expected timetable will be notified by the Company via a Regulatory Information Service.
| Issue Price | £1.00 per Ordinary Share |
|---|---|
| Initial Gross Proceeds* | £250 million |
| Estimated Initial Net Proceeds* | £245 million |
| Estimated Net Asset Value per Ordinary Share on First Admission* | £0.98 |
*Assuming that 250 million Ordinary Shares are issued pursuant to the First Issue. The number of Ordinary Shares to be issued pursuant to the First Issue, and therefore the Initial Gross Proceeds and the Initial Net Proceeds, are not known as at the date of this Securities Note but will be notified by the Company via a Regulatory Information Service prior to First Admission. The Directors have reserved the right, in conjunction with Peel Hunt and the Investment Manager, to increase the size of the First Issue to a maximum of 350 million Ordinary Shares if overall demand exceeds 250 million Ordinary Shares. If the First Issue does not proceed (because the Minimum Gross Proceeds (or such lesser amount as the Company, Peel Hunt and the Investment Manager agree) are not raised or otherwise), subscription monies received will be returned without interest at the risk of the applicant to the applicant from whom the money was received, within 14 calendar days.
Maximum size of the Share Issuance Programme 750 million Ordinary Shares and/or (excluding the First Issue) C Shares, in aggregate
Share Issuance Programme Price in respect of the not less than the prevailing Net Asset Ordinary Shares Value per Ordinary Share at the time of
issue plus a premium to cover the costs and expenses of such issue
Share Issuance Programme Price in respect of the C Shares £1.00
The dealing codes for the Ordinary Shares and the C Shares will be as follows:
| Ordinary Share ISIN | GB00BJM02935 |
|---|---|
| Ordinary Share SEDOL | BJM0293 |
| Ordinary Share Ticker | ORIT |
| C Share ISIN | GB00BJM09T23 |
| C Share SEDOL | BJM09T2 |
| C Share Ticker | ORIC |
| LEI | 213800B81BFJKWM2JV13 |
| Directors (all non-executive) | Philip Austin MBE (Chairperson) James Cameron Elaina Elzinga Audrey McNair |
|---|---|
| all of the registered office below: | |
| Registered Office | Mermaid House 2 Puddle Dock London EC4V 3DB |
| AIFM | Octopus AIF Management Limited 6th Floor 33 Holborn London EC1N 2HT |
| Investment Manager | Octopus Investments Limited 6th Floor 33 Holborn London EC1N 2HT |
| Administrator and Company Secretary | PraxisIFM Fund Services (UK) Limited Mermaid House 2 Puddle Dock London EC4V 3DB |
| Sponsor, Broker, Placing Agent and Intermediaries Offer Adviser |
Peel Hunt LLP Moor House 120 London Wall London EC2Y 5ET |
| Solicitors to the Company | Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU |
| Solicitors to the Sponsor, Broker, Placing Agent and Intermediaries Offer Adviser |
Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH |
| Solicitors to the Company (as to U.S. securities law) |
Proskauer Rose LLP 110 Bishopsgate London EC2N 4AY |
| Registrar | Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE |
| Receiving Agent | Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE |
|---|---|
| Depositary | BNP Paribas Securities Services, London Branch 10 Harewood Avenue London NW1 6AA |
| Reporting Accountants | BDO LLP 55 Baker Street London W1U 7EU |
| Auditor | PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH |
The Company is targeting an issue of up to 250 million Ordinary Shares pursuant to the First Issue comprising the First Placing, the Offer for Subscription and the Intermediaries Offer at a price of £1.00 per Ordinary Share. The Directors have reserved the right, in conjunction with Peel Hunt and the Investment Manager, to increase the size of the First Issue to a maximum of 350 million Ordinary Shares if overall demand exceeds 250 million Ordinary Shares. In this Securities Note, the First Placing, Offer for Subscription and Intermediaries Offer are together referred to as the First Issue. The First Issue is not being underwritten.
The total number of Ordinary Shares to be issued pursuant to the First Issue, and therefore the Initial Gross Proceeds, are not known as at the date of this Securities Note but will be notified by the Company via a Regulatory Information Service announcement and the Company's website prior to First Admission.
The Initial Net Proceeds, after deduction of expenses, are expected to be approximately £245 million on the assumption that the Initial Gross Proceeds are £250 million.
Applications will be made for the Ordinary Shares to be issued pursuant to the First Issue to be admitted to listing on the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market. It is expected that First Admission will become effective and dealings in the Ordinary Shares will commence at 8.00 a.m. on 10 December 2019.
Ordinary Shares will be issued pursuant to the First Issue at an Issue Price of £1.00 per Ordinary Share.
The First Issue is conditional, inter alia, on: (i) First Admission having become effective on or before 8.00 a.m. on 10 December 2019 or such later time and/or date as the Company and Peel Hunt may agree (being not later than 8.00 a.m. on 31 January 2020); (ii) the Share Issuance Agreement becoming wholly unconditional in respect of the First Issue (save as to First Admission) and not having been terminated in accordance with its terms at any time prior to First Admission; and (iii) the Minimum Gross Proceeds (or such lesser amount as the Company, Peel Hunt and the Investment Manager may agree) being raised.
If the First Issue does not proceed (due to the Minimum Gross Proceeds (or such lesser amount as the Company, Peel Hunt and the Investment Manager may agree) not being raised or otherwise), any monies received under the First Issue will be returned without interest at the risk of the applicant to the applicant from whom the money was received, within 14 calendar days.
If the Minimum Gross Proceeds are not raised, the First Issue may only proceed where a supplementary prospectus (including a working capital statement based on a revised minimum net proceeds figure) has been prepared in relation to the Company and approved by the FCA.
Peel Hunt has agreed to use its reasonable endeavours to procure subscribers pursuant to the First Placing on the terms and subject to the conditions set out in the Share Issuance Agreement.
The Ordinary Shares are being made available under the First Placing at the Issue Price. The terms and conditions that shall apply to any subscription for Ordinary Shares under the First Placing are set out in Part 3 of this Securities Note. The latest time and date for receipt of commitments under the First Placing is 5.00 p.m. on 5 December 2019 (or such later date, not being later than 24 January 2020, as the Company and Peel Hunt may agree).
If the First Placing is extended, the revised timetable will be notified via a Regulatory Information Service announcement.
Each Placee agrees to be bound by the Articles once the Ordinary Shares that the Placee has agreed to subscribe for pursuant to the First Placing have been acquired by the Placee. The contract to subscribe for the Ordinary Shares under the First Placing and all disputes and claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales.
Commitments under the First Placing, once made, may not be withdrawn without the consent of the Directors.
The Company is making an offer of Ordinary Shares pursuant to the Offer for Subscription at the Issue Price, subject to the terms and conditions of the Offer for Subscription as set out in Part 4 of this Securities Note. These terms and conditions and the Application Form set out at Appendix 1 to this Securities Note should be read carefully before an application is made. Investors should consult their independent financial adviser if they are in any doubt about the contents of the Prospectus or the acquisition of Ordinary Shares.
The Offer for Subscription is being made in the UK, the Channel Islands and the Isle of Man only.
Applications under the Offer for Subscription will be for Ordinary Shares at the Issue Price, being £1.00 per Ordinary Share. The aggregate subscription price is payable in full on application. Individual applications must be for a minimum subscription of 1,000 Ordinary Shares and then in multiples of 1,000 Ordinary Shares thereafter, although the Board may accept applications below the minimum amounts stated above in its absolute discretion. Multiple applications will not be accepted. Commitments under the Offer for Subscription once made, may not be withdrawn without the consent of the Directors.
Application Forms accompanied by a cheque or banker's draft made payable to "CIS PLC re: Octopus Renewables Infrastructure Trust Plc OFS Acceptance a/c" for the appropriate sum should be returned to the Receiving Agent by no later than 1.00 p.m. on 5 December 2019.
For applicants sending subscription monies by electronic bank transfer (CHAPS), payment must be made for value by no later than 1.00 p.m. on 5 December 2019. Applicants should send payment to the relevant bank account as detailed on the Application Form. Applicants must ensure that they remit sufficient funds to cover any charges incurred by their bank.
The payment instruction relating to the electronic transfer must also include a unique reference comprising your name and a contact telephone number which should be entered in the reference field on the payment instruction, for example: MJ Smith 01234 567890. The Receiving Agent cannot take responsibility for correctly identifying payments without a unique reference nor where a payment has been received but without an accompanying Application Form.
Applicants choosing to settle via CREST, that is DvP, will need to match their instructions to the Receiving Agent's Participant Account 3RA43 by no later than 1.00 p.m. on 9 December 2019, allowing for the delivery and acceptance of Ordinary Shares to be made against payment of the Issue Price per Ordinary Share through the CREST system upon the relevant settlement date, following the CREST matching criteria set out in the Application Form.
In addition to completing and returning the Application Form to the Receiving Agent, investors who intend to hold Ordinary Shares in certificated form will also need to complete and return a Tax Residency Self-Certification Form. The "Tax Residency Self-Certification Form (individuals)" form can be found at Appendix 2 of this Securities Note, further copies of this form and the relevant form for joint holdings or corporate entity holdings can be requested from Computershare Investor Services PLC on +44 (0) 370 707 1346. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot give any financial, legal or tax advice.
It is a condition of any application under the Offer for Subscription that, where relevant, a completed version of the relevant form is provided with the Application Form before any application under the Offer for Subscription can be accepted. Where return of the completed Tax Residency Self-Certification Form is required, Application Forms that are returned without the completed Tax Residency Self-Certification Form will be referred to the Company after the Offer for Subscription closes at 1.00 p.m. on 5 December 2019. It will then be the Company's decision if these Application Forms can be accepted under the Offer for Subscription.
If the Offer for Subscription is extended, the revised timetable will be notified via a Regulatory Information Service announcement.
Investors may also subscribe for Ordinary Shares at the Issue Price of £1.00 per Ordinary Share pursuant to the Intermediaries Offer. Only the Intermediaries' retail investor clients in the United Kingdom, the Channel Islands and the Isle of Man are eligible to participate in the Intermediaries Offer. Investors may apply to any one of the Intermediaries to be accepted as their client.
No Ordinary Shares allocated under the Intermediaries Offer will be registered in the name of any person whose registered address is outside the United Kingdom, the Channel Islands or the Isle of Man. A minimum application of 1,000 Ordinary Shares per Underlying Applicant will apply. Allocations to Intermediaries will be determined solely by the Company (following consultation with Peel Hunt and the Investment Manager).
An application for Ordinary Shares in the Intermediaries Offer means that the Underlying Applicant agrees to acquire the Ordinary Shares applied for at the Issue Price. Each Underlying Applicant must comply with the appropriate money laundering checks required by the relevant Intermediary and all other laws and regulations applicable to their agreement to subscribe for Ordinary Shares. Where an application is not accepted or there are insufficient Ordinary Shares available to satisfy an application in full, the relevant Intermediary will be obliged to refund the Underlying Applicant as required and all such refunds shall be made without interest. The Company, the AIFM, the Investment Manager and Peel Hunt accept no responsibility with respect to the obligation of the Intermediaries to refund monies in such circumstances.
Each Intermediary has agreed, or will on appointment agree, to the Intermediaries Terms and Conditions, which regulate, inter alia, the conduct of the Intermediaries Offer on market standard terms and provide for the payment of a commission and/or fee (to the extent permissible by the rules of the FCA) to Intermediaries from the Intermediaries Offer Adviser acting on behalf of the Company if such Intermediary elects to receive a commission and/or fee. Pursuant to the Intermediaries Terms and Conditions, in making an application, each Intermediary will also be required to represent and warrant that they are not located in the United States and are not acting on behalf of anyone located in the United States.
In addition, the Intermediaries may prepare certain materials for distribution or may otherwise provide information or advice to retail investors in the United Kingdom, subject to the Intermediaries Terms and Conditions. Any such materials, information or advice are solely the responsibility of the relevant Intermediary and will not be reviewed or approved by any of the Company, the AIFM, the Investment Manager or the Intermediaries Offer Adviser. Any liability relating to such documents shall be for the relevant Intermediaries only.
The Intermediaries Terms and Conditions provide for the Intermediaries to have an option (where the payment of such commission and/or fee is not prohibited) to be paid a commission and/or fee by the Intermediaries Offer Adviser (acting on behalf of the Company) where it has elected to receive such commission and/or fee in respect of the Ordinary Shares allocated to and paid for by them pursuant to the Intermediaries Offer.
The results of the First Issue will be announced by the Company via a Regulatory Information Service.
The Directors have reserved the right, in conjunction with Peel Hunt and the Investment Manager, to increase the size of the First Issue to a maximum of 350 million Ordinary Shares if overall demand exceeds 250 million Ordinary Shares.
In the event that commitments under the First Issue exceed the maximum number of Ordinary Shares available under the First Issue (being 350 million Ordinary Shares), applications under the First Issue will be scaled back at the Company's discretion (in consultation with Peel Hunt and the Investment Manager).
The Company reserves the right to decline in whole or in part any application for Ordinary Shares pursuant to the First Issue.
Monies received in respect of unsuccessful applications (or to the extent scaled back) will be returned without interest at the risk of the applicant to the applicant from whom the money was received, within 14 calendar days following the close of the First Issue.
The First Issue is intended to raise money for investment in accordance with the Company's investment objective and investment policy.
The Directors intend to use the Initial Net Proceeds, after providing for the Company's operational expenses, to purchase investments in line with the Company's investment objective and investment policy.
The Investment Manager and the Board believe that, with the Investment Manager's experience and the preparatory work undertaken by it to date, suitable assets will be identified, assessed and acquired such that the Initial Net Proceeds will be substantially committed within 6 months of First Admission. It is expected that any operational assets acquired by the Company will be revenue generating on acquisition. Construction ready solar and wind assets are expected to be completed and operational within 6-12 months and 9-24 months respectively. In construction solar and wind assets are expected to be completed and operational in shorter timeframes depending on the stage of construction of the relevant asset on acquisition.
The formation and initial expenses of the Company are those that arise from, or are incidental to, the establishment of the Company, the First Issue and First Admission.
The costs and expenses of, and incidental to, the formation of the Company and the First Issue are not expected to exceed 2 per cent. of the Initial Gross Proceeds equivalent to approximately £5 million, assuming Initial Gross Proceeds of £250 million. The costs will be deducted from the Initial Gross Proceeds. The Company will not charge investors any separate costs or expenses in connection with the First Issue. It is expected that the starting Net Asset Value per Ordinary Share will be £0.98, assuming Initial Gross Proceeds of £250 million.
In the event that the Company is required to publish a supplementary prospectus prior to First Admission, applicants who have applied for Ordinary Shares under the First Issue shall have at least four clear Business Days following the publication of the relevant supplementary prospectus within which to withdraw their offer to acquire Ordinary Shares in the First Issue in its entirety. If the application is not withdrawn within the stipulated period, any offer to apply for Ordinary Shares in the Offer for Subscription or the Intermediaries Offer will remain valid and binding.
Investors under the Offer for Subscription wishing to exercise statutory withdrawal rights after the publication of a supplementary prospectus prior to First Admission must do so by lodging written notice of withdrawal by post or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE or by emailing [email protected] so as to be received no later than four Business Days after the date on which the supplementary prospectus is published. Notice of withdrawal given by any other means or which is deposited with or received after expiry of such period will not constitute a valid withdrawal.
Intermediaries wishing to exercise withdrawal rights on behalf of their underlying clients on behalf of whom they have submitted applications for Ordinary Shares, after the publication of a supplementary prospectus prior to the close of the Intermediaries Offer must do so in accordance with the Intermediaries Terms and Conditions so as to be received no later than four Business Days after the date on which the supplementary prospectus is published. If the applications for Ordinary Shares are not withdrawn by the Intermediaries during such time, the offer to apply for Ordinary Shares as set out in the application will remain valid and binding.
The Share Issuance Agreement contains provisions entitling Peel Hunt to terminate the First Issue (and the arrangements associated with it) at any time in certain circumstances. If this right is exercised prior to First Admission, the First Issue and these arrangements will lapse and any monies received in respect of the First Issue will be returned to each applicant without interest at the risk of the applicant to the applicant from whom the money was received.
The Share Issuance Agreement provides for Peel Hunt to be paid commission by the Company in respect of the Ordinary Shares to be allotted pursuant to the First Issue. Any Ordinary Shares subscribed for by Peel Hunt may be retained or dealt in by it for its own benefit.
Under the Share Issuance Agreement, Peel Hunt is entitled at its discretion and out of its resources at any time to rebate to some or all investors, or to other parties, part or all of its fees relating to the First Issue. Peel Hunt is also entitled under the Share Issuance Agreement to retain agents and may pay commission in respect of the First Issue to any or all of those agents out of its own resources.
Further details of the terms of the Share Issuance Agreement are set out in paragraph 6.1 of Part 4 of the Registration Document.
Pursuant to anti-money laundering laws and regulations with which the Company must comply, the Company (and its agents) may require evidence in connection with any application for Ordinary Shares, including further identification of the applicant(s), before any Ordinary Shares are issued pursuant to the First Issue.
In the event that there are any material changes affecting any of the matters described in the Prospectus or where any significant new factors have arisen after the publication of the Prospectus, the Company will publish a supplementary prospectus. The supplementary prospectus will give details of the material change(s) or the significant new factor(s).
Applications will be made for the Ordinary Shares issued pursuant to the First Issue to be admitted to listing on the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market. It is expected that First Admission will become effective, and that dealings in the Ordinary Shares will commence, at 8.00 a.m. on 10 December 2019.
An investor applying for Ordinary Shares in the First Issue may receive Ordinary Shares in certificated or uncertificated form. The Ordinary Shares are in registered form. No temporary documents of title will be issued. Dealings in Ordinary Shares in advance of the crediting of the relevant stock account shall be at the risk of the person concerned. It is expected that CREST accounts will be credited on 10 December 2019 in respect of Ordinary Shares issued in uncertificated form and definitive share certificates in respect of Ordinary Shares held in certificated form will be despatched by post after the week commencing 16 December 2019, at the Shareholder's own risk.
The ISIN of the Ordinary Shares is GB00BJM02935 and the SEDOL is BJM0293.
The Company does not guarantee that at any particular time market maker(s) will be willing to make a market in the Ordinary Shares, nor does it guarantee the price at which a market will be made in the Ordinary Shares. Accordingly, the dealing price of the Ordinary Shares may not necessarily reflect changes in the Net Asset Value per Ordinary Share.
CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The Articles permit the holding of Ordinary Shares under the CREST system. The Company has applied for the Ordinary Shares to be admitted to CREST with effect from First Admission. Accordingly, settlement of transactions in the Ordinary Shares following First Admission may take place within the CREST system if any Shareholder so wishes.
The Ordinary Shares will, on First Admission, be "qualifying investments" for the stocks and shares component of an ISA (subject to applicable subscription limits) provided that they have been acquired by purchase in the market (which, for these purposes, will include any Ordinary Shares acquired directly under the Offer for Subscription and the Intermediaries Offer but not any Ordinary Shares acquired directly under the First Placing).
Save where Ordinary Shares are being acquired using available funds in an existing ISA, an investment in Ordinary Shares by means of an ISA is subject to the usual annual subscription limits applicable to new investments into an ISA. The Ordinary Shares will be permissible assets for SIPPs and SSAS.
The Board will use its reasonable endeavours to manage the affairs of the Company so as to enable this status to be maintained.
The attention of potential investors who are Overseas Persons is drawn to the paragraphs below.
The offer of Ordinary Shares under the First Issue to Overseas Persons may be affected by the laws of the relevant jurisdictions. Such persons should consult their professional advisers as to whether they require any government or other consents or need to observe any applicable legal requirements to enable them to obtain Ordinary Shares under the First Issue. It is the responsibility of all Overseas Persons receiving the Prospectus and/or wishing to subscribe for Ordinary Shares under the First Issue to satisfy themselves as to full observance of the laws of the relevant territory in connection therewith, including obtaining all necessary governmental or other consents that may be required and observing all other formalities needing to be observed and paying any issue, transfer or other taxes due in such territory.
No person receiving a copy of the Prospectus in any territory other than the UK may treat the same as constituting an offer or invitation to him/her, unless in the relevant territory such an offer can lawfully be made to him/her without compliance with any further registration or other legal requirements.
Persons (including, without limitation, nominees and trustees) receiving the Prospectus may not distribute or send it to any U.S. Person or in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations. In particular, investors should note that the Company has not, and will not be, registered under the U.S. Investment Company Act and the offer, issue and sale of the Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, the Ordinary Shares are being offered and sold outside the United States to non-U.S. Persons in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S thereunder. The Ordinary Shares may not be offered, sold, pledged or otherwise transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, any U.S. Person.
In addition, until 40 calendar days after the commencement of the First Issue, an offer or sale of the Ordinary Shares within the United States by any dealer (whether or not participating in the First Issue) may violate the registration requirements of the U.S. Securities Act.
The offer and sale of Ordinary Shares has not been and will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Subject to certain exemptions, the Ordinary Shares may not be offered to or sold within Australia, Canada, the Republic of South Africa or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan.
Potential investors in any territory other than the United Kingdom should refer to the notices set out in the section entitled "Important Information" of this Securities Note.
The Company reserves the right to treat as invalid any agreement to subscribe for Ordinary Shares under the First Issue if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.
Each of Peel Hunt and the Company has acknowledged and warranted in the Share Issuance Agreement that it will not offer or sell or procure the offer or sale of the Ordinary Shares under the First Issue except in compliance with Regulation S. The Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, investors may not reoffer, resell, pledge or otherwise transfer or deliver, directly or indirectly, any Ordinary Shares within the United States, or to, or for the account or benefit of, any U.S. Person.
The Ordinary Shares are designed to be suitable for institutional investors and professionally advised private investors. The Ordinary Shares may also be suitable for investors who are financially sophisticated, nonadvised private investors who are capable of evaluating the risks and merits of such an investment and who have sufficient resources to bear any loss which may result from such an investment. Such investors may wish to consult an independent financial adviser who specialises in advising on the acquisition of shares and other securities before investing in the Ordinary Shares in the First Issue.
The Directors are authorised to issue up to 750 million Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme (excluding the First Issue) without having to first offer those Ordinary Shares and/or C Shares to existing Shareholders.
Following the First Issue, the Share Issuance Programme will be implemented to enable the Company to raise additional capital in the period from 11 December 2019 to 18 November 2020. The Directors intend to apply the net proceeds of any Subsequent Issue in making investments in accordance with the Company's investment objective and policy.
Following the First Issue, the Share Issuance Programme may be implemented by Subsequent Placings, the terms of which are set out in Part 3 of this Securities Note. It may also be implemented by way of open offers, subsequent offers for subscription and/or subsequent intermediaries offers, the terms of which will be published at the time of such open offers, further offers for subscription or further intermediaries offers pursuant to the Share Issuance Programme.
Under the Share Issuance Programme, following the First Issue the Company can issue both Ordinary Shares and C Shares. The number of Ordinary Shares and/or C Shares available under the Share Issuance Programme is intended to be flexible and should not be taken as an indication of the number of shares to be issued. The Company will make the decision on each individual occasion it wishes to issue shares under the Share Issuance Programme as to whether the Company will issue Ordinary Shares or C Shares. It will make this decision based on a combination of factors, and having taken into account the AIFM's and the Investment Manager's opinions, including, amongst other things, the potential size of any issue relative to the Company's existing market capitalisation and gross assets, the potential level of demand for new shares amongst existing and potential investors, and the speed with which the Investment Manager estimates that it could invest any new proceeds raised. The issue of C Shares is designed to overcome the potential disadvantages for both existing and new investors at the relevant time that could arise out of a conventional fixed price issue of further Ordinary Shares for cash. In particular:
The Articles contain the C Share rights, full details of which are set out in paragraph 3 of Part 6 of this Securities Note.
Depending on the materiality of any issue under the Share Issuance Programme, the Company will update Shareholders at the appropriate time. Any issues of such shares will be notified by the Company through a Regulatory Information Service and the Company's website, prior to each Admission. The Share Issuance Programme is not being underwritten and, as at the date of this Securities Note the actual number of Ordinary Shares and C Shares to be issued under the Share Issuance Programme is not known.
The Share Issuance Programme may have a number of closing dates in order to provide the Company with the ability to issue Ordinary Shares and/or C Shares over the duration of the Share Issuance Programme. Ordinary Shares and/or C Shares may be issued under the Share Issuance Programme, following the First Issue, from 8.00 a.m. on 11 December 2019 until 8.00 a.m. on 18 November 2020. Applications will be made to the FCA for all of the Ordinary Shares and/or C Shares to be issued pursuant to the Share Issuance Programme to be admitted to the premium segment of the Official List and for such Ordinary Shares and/or C Shares to be admitted to trading on the premium segment of the London Stock Exchange's main market. The issue of Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme is at the discretion of the Directors.
In the event that there are any significant changes affecting any of the matters described in this Securities Note or where any significant new matters have arisen after the publication of this Securities Note and prior to any Subsequent Admission of any Ordinary Shares and/or C Shares issued pursuant to the Share Issuance Programme, the Company will publish a Future Summary and/or a Future Securities Note. Any Future Summary or Future Securities Note published will give details of the significant change(s) or the significant new matter(s).
Each allotment and issue of Ordinary Shares and/or C Shares under the Share Issuance Programme, following the First Issue, is conditional, inter alia, on: (i) (in the case of Ordinary Shares) the Share Issuance Programme Price being determined by the Directors as described below; (ii) Admission of the Ordinary Shares and/or C Shares being issued pursuant to such issue; (iii) the Share Issuance Agreement becoming otherwise unconditional in respect of the relevant Subsequent Issue in all respects and not having been terminated on or before the date of such Admission; and (iii) a valid Future Summary and/or Future Securities Note being published by the Company if such is required by the Prospectus Regulation Rules. In circumstances where these conditions are not fully met, the relevant Subsequent Issue of Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme will not take place.
The Share Issuance Programme Price will be determined by the Company and, in the case of the Ordinary Shares, will be not less than the prevailing Net Asset Value per Ordinary Share at the time of issue plus a premium to cover the expenses of such issue and, in the case of the C Shares, will be £1.00 per C Share.
The Directors will determine the Share Issuance Programme Price of the Ordinary Shares on the basis described above so as to cover the costs and expenses of each issue of Ordinary Shares under the Share Issuance Programme and to thereby avoid any dilution of the Net Asset Value of the existing Ordinary Shares. In determining the Share Issuance Programme Price of the Ordinary Shares, the Directors will also take into consideration, inter alia, the prevailing market conditions at that time. The costs and expenses of any issue of C Shares pursuant to the Share Issuance Programme will be borne by the holders of C Shares only.
The Share Issuance Programme Price will be announced through a Regulatory Information Service as soon as is practicable in conjunction with each Subsequent Issue.
If 750 million Ordinary Shares or C Shares are issued pursuant to the Share Issuance Programme, assuming the First Issue has been subscribed as to 250 million Ordinary Shares, there would be a dilution of approximately 75 per cent. in Shareholders' voting control of the Company immediately after the First Issue (and prior to the conversion of any C Shares). The voting rights may be diluted further on conversion of any C Shares depending on the applicable conversion ratio. However, it is not anticipated that there will be any dilution in the NAV per Ordinary Share as a result of any Subsequent Issue under the Share Issuance Programme.
Following the First Issue, the Company may wish to issue further Ordinary Shares and/or C Shares to raise additional capital.
The Directors intend to use the net proceeds of any Subsequent Issue under the Share Issuance Programme to make investments in accordance with the Company's investment objective and investment policy.
In the event of oversubscription of a Subsequent Issue, applications under the Subsequent Issue will be scaled back at the Company's discretion (in consultation with Peel Hunt and the Investment Manager).
The costs and expenses of each issue of Ordinary Shares or C Shares pursuant to a Subsequent Issue under the Share Issuance Programme will depend on subscriptions received. The costs of any issue of Ordinary Shares will be covered by issuing such Ordinary Shares at a premium to the prevailing Net Asset Value per Ordinary Share at the time of issue. The costs and expenses of any issue of C Shares under the Share Issuance Programme will be paid out of the gross proceeds of such issue and will be borne by holders of C Shares only.
In the event that the Company is required to publish a supplementary prospectus prior to any Subsequent Admission, applicants who have applied for Ordinary Shares and/or C Shares under any Subsequent Placing shall have at least four clear Business Days following the publication of the relevant supplementary prospectus within which to withdraw their offer to acquire Ordinary Shares and/or C Shares in the relevant Subsequent Placing in its entirety. The right to withdraw an application to acquire Ordinary Shares and/or C Shares in the relevant Subsequent Placing in these circumstances will be available to all investors in the relevant Subsequent Placing. If the application is not withdrawn within the stipulated period, any offer to apply for Ordinary Shares and/or C Shares in the relevant Subsequent Placing will remain valid and binding.
Peel Hunt is entitled to terminate the Share Issuance Agreement at any time in certain circumstances. If this right is exercised prior to any Subsequent Admission, the Share Issuance Programme and these arrangements will lapse and any monies received in respect of the Share Issuance Programme will be returned to applicants without interest within 14 calendar days at the applicant's risk.
The Share Issuance Agreement provides for Peel Hunt to be paid a commission by the Company in respect of any Ordinary Shares and/or C Shares to be allotted pursuant to any Subsequent Issue.
Any Ordinary Shares and/or C Shares subscribed for by Peel Hunt may be retained or dealt in by it for its own benefit.
Under the Share Issuance Agreement, Peel Hunt is entitled at its discretion and out of its own resources at any time to rebate to some or all investors, or to other parties, part or all of its fees relating to a Subsequent Issue. Peel Hunt is also entitled under the Share Issuance Agreement to retain agents and may pay commission in respect of a Subsequent Issue to any or all of those agents out of its own resources.
Further details of the terms of the Share Issuance Agreement are set out in paragraph 6.1 of Part 4 of the Registration Document.
Pursuant to anti-money laundering laws and regulations with which the Company must comply, the Company and its agents may require evidence in connection with any application for Ordinary Shares and/or C Shares, including further identification of the applicant(s), before any Ordinary Shares and/or C Shares are issued.
Applications will be made for the Ordinary Shares and/or C Shares issued pursuant to the Share Issuance Programme to be admitted to listing on the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market. It is expected that any Subsequent Admission will become effective, and that dealings in the Ordinary Shares and/or C Shares will commence as soon as possible following the allotment of Ordinary Shares and/or C Shares pursuant to a Subsequent Issue.
An investor applying for Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme may receive Ordinary Shares and/or C Shares in certificated or uncertificated form. The Ordinary Shares and the C Shares are in registered form. No temporary documents of title will be issued. Dealings in Ordinary Shares and/or C Shares in advance of the crediting of the relevant stock account shall be at the risk of the person concerned. It is expected that CREST accounts will be credited as soon as possible following the allotment of Ordinary Shares and/or C Shares pursuant to a Subsequent Issue in respect of Ordinary Shares and/or C Shares issued in uncertificated form and definitive share certificates in respect of Ordinary Shares and/or C Shares held in certificated form will be despatched by post after approximately one week following the Admission of any Ordinary Shares and/or C Shares pursuant to a Subsequent Issue at the Shareholder's own risk.
The ISIN of the Ordinary Shares is GB00BJM02935 and the SEDOL is BJM0293. The ISIN of the C Shares is GB00BJM09T23 and the SEDOL is BJM09T2. Any Ordinary Shares issued pursuant to a Subsequent Issue under the Share Issuance Programme will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant Ordinary Shares).
The Company does not guarantee that at any particular time market maker(s) will be willing to make a market in the Ordinary Shares and/or C Shares, nor does it guarantee the price at which a market will be made in the Ordinary Shares and/or C Shares. Accordingly, the dealing price of the Ordinary Shares and/or C Shares may not necessarily reflect changes in the Net Asset Value per Ordinary Share and/or the Net Asset Value per C Share.
CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The Articles permit the holding of Ordinary Shares and C Shares under the CREST system. The Company shall apply for the Ordinary Shares and/or C Shares issued under the Share Issuance Programme to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in the Ordinary Shares and/or C Shares following the relevant Admission may take place within the CREST system if any Shareholder so wishes.
The attention of potential investors who are Overseas Persons is drawn to the paragraphs below.
The offer of Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme to Overseas Persons may be affected by the laws of the relevant jurisdictions. Such persons should consult their professional advisers as to whether they require any government or other consents or need to observe any applicable legal requirements to enable them to obtain Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme. It is the responsibility of all Overseas Persons receiving the Prospectus and/or wishing to subscribe for Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme to satisfy themselves as to full observance of the laws of the relevant territory in connection therewith, including obtaining all necessary governmental or other consents that may be required and observing all other formalities needing to be observed and paying any issue, transfer or other taxes due in such territory.
No person receiving a copy of the Prospectus in any territory other than the UK may treat the same as constituting an offer or invitation to him/her, unless in the relevant territory such an offer can lawfully be made to him/her without compliance with any further registration or other legal requirements.
Persons (including, without limitation, nominees and trustees) receiving the Prospectus may not distribute or send it to any U.S. Person or in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations. In particular, investors should note that the Company has not, and will not be, registered under the U.S. Investment Company Act and the offer, issue and sale of the Ordinary Shares and C Shares have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, the Ordinary Shares and C Shares are being offered and sold outside the United States to non-U.S. Persons in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S thereunder. The Ordinary Shares and C Shares may not be offered, sold, pledged or otherwise transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, any U.S. Person.
In addition, until 40 calendar days after the commencement of any Subsequent Issue, an offer or sale of the Ordinary Shares and/or C Shares within the United States by any dealer (whether or not participating in the First Issue) may violate the registration requirements of the U.S. Securities Act.
The offer and sale of Ordinary Shares and/or C Shares has not been and will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Subject to certain exemptions, the Ordinary Shares and/or C Shares may not be offered to or sold within Australia, Canada, the Republic of South Africa or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan.
Potential investors in any territory other than the United Kingdom should refer to the notices set out in the section entitled "Important Information" of this Securities Note.
The Company reserves the right to treat as invalid any agreement to subscribe for Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.
Each of Peel Hunt and the Company has acknowledged and warranted in the Share Issuance Agreement that it will not offer or sell or procure the offer or sale of the Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme except in compliance with Regulation S. The Ordinary Shares and C Shares have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, investors may not reoffer, resell, pledge or otherwise transfer or deliver, directly or indirectly, any Ordinary Shares or C Shares within the United States, or to, or for the account or benefit of, any U.S. Person.
The Ordinary Shares and C Shares are designed to be suitable for institutional investors and professionallyadvised private investors. The Ordinary Shares and C Shares may also be suitable for investors who are financially sophisticated, non-advised private investors who are capable of evaluating the risks and merits of such an investment and who have sufficient resources to bear any loss which may result from such an investment. Such investors may wish to consult an independent financial adviser who specialises in advising on the acquisition of shares and other securities before investing in Ordinary Shares and/or C Shares under the Share Issuance Programme.
agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
By agreeing to subscribe for Ordinary Shares and/or C Shares, each Placee which enters into a commitment to subscribe for Ordinary Shares and/or C Shares will (for itself and any person(s) procured by it to subscribe for Ordinary Shares and/or C Shares and any nominee(s) for any such person(s)) be deemed to represent, warrant and acknowledge to each of the Company, the AIFM, the Investment Manager, the Registrar and Peel Hunt that:
in the First Placing and/or any Subsequent Placing it has had access to all information it believes necessary or appropriate in connection with its decision to subscribe for the Ordinary Shares and/or C Shares;
acquired by it in the First Placing and/or a Subsequent Placing 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, as that term is defined in the Prospectus Regulation, or in circumstances in which the prior consent of Peel Hunt has been given to the offer or resale; or (ii) where Ordinary Shares and/or C Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Ordinary Shares and/or C Shares to it is not treated under the Prospectus Regulation as having been made to such persons;
the Prospectus (and any supplementary prospectus issued by the Company), in any country or jurisdiction where action for that purpose is required;
4.28 it irrevocably appoints any director of the Company or Peel Hunt 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 Ordinary Shares and/or C Shares for which it has given a commitment under the First Placing and/or a Subsequent Placing, in the event of its own failure to do so;
4.29 it accepts that if the First Placing and/or a Subsequent Placing does not proceed or the conditions to the Share Issuance Agreement are not satisfied or the Ordinary Shares and/or C Shares for which valid applications are received and accepted are not admitted to the Official List and to trading on the premium segment of the London Stock Exchange's main market for any reason whatsoever then neither Peel Hunt nor the Company, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;
or require that its consent be obtained with respect to the Company's conduct of the First Placing and/or any Subsequent Placing;
The Company, the AIFM, the Investment Manager, the Registrar, Peel Hunt and their respective directors, officers, agents, employees, members, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
If any of the representations, warranties, acknowledgements or agreement made by the Placee are no longer accurate or have not been complied with, the Placee will immediately notify the Company and Peel Hunt.
The Company reserves the right to reject all or part of any offer to purchase Ordinary Shares and/or C Shares for any reason. The Company also reserves the right to sell fewer than all of the Ordinary Shares and/or C Shares offered by the Prospectus or to sell to any purchaser fewer than all of the Ordinary Shares and/or C Shares a purchaser has offered to purchase.
Each Placee acknowledges and agrees that:
process such application, if such information as has been required has not been provided by it or has not been provided on a timely basis.
6.6.1 it has brought the Company's Privacy Notice to the attention of any underlying data subjects on whose behalf or account the Placee may act or whose personal data will be disclosed to the Company as a result of the Placee agreeing to subscribe for Ordinary Shares and/or C Shares; and
6.6.2 the Placee has complied in all other respects with all applicable data protection legislation in respect of disclosure and provision of personal data to the Company.
substantially to the following effect, unless otherwise determined by the Company in accordance with applicable law:
"OCTOPUS RENEWABLES INFRASTRUCTURE TRUST PLC (THE "COMPANY") HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE 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. ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OR AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. FURTHER, NO PURCHASE, SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS SUCH PURCHASE, SALE OR TRANSFER WILL NOT RESULT IN THE ASSETS OF THE COMPANY CONSTITUTING "PLAN ASSETS" WITHIN THE MEANING OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR THE PLAN ASSETS REGULATION";
being in breach of the laws of any jurisdiction in connection with the First Placing or any Subsequent Placing and/or its acceptance of participation in the First Placing or any Subsequent Placing;
If Peel Hunt, the AIFM, the Investment Manager, the Registrar or the Company or any of their agents request any information about a Placee's agreement to subscribe for Ordinary Shares and/or C Shares under the First Placing and/or a Subsequent Placing, such Placee must promptly disclose it to them.
9.6 The First Placing and/or a Subsequent Placing are/is subject to the satisfaction of the conditions contained in the Share Issuance Agreement and the Share Issuance Agreement not having been terminated. Further details of the terms of the Share Issuance Agreement are contained in paragraph 6.1 of Part 4 of the Registration Document.
Applications under the Offer for Subscription must be for Ordinary Shares with a minimum subscription amount of £1,000 and thereafter in multiples of £1,000 or such lesser amount as the Company may determine (at its discretion). Multiple applications will be accepted.
upon despatch by post to or, in the case of delivery by hand, on receipt by the Receiving Agent of your Application Form;
3.1.7 agree that if evidence of identity satisfactory to the Receiving Agent is not provided to the Receiving Agent within a reasonable time (in the opinion of the Receiving Agent) following a request therefor, the Receiving Agent or the Company may terminate the agreement with you to allot Ordinary Shares and, in such case, the Ordinary Shares which would otherwise have been allotted to you may be re-allotted or sold to some other party and the lesser of your application monies or such proceeds of sale (as the case may be, with the proceeds of any gain derived from a sale accruing to the Company) will be returned by a cheque drawn on a branch of a UK clearing bank to the bank account name on which the payment accompanying the application was first drawn without interest and at your risk;
3.1.8 acknowledge that the key information document relating to the Ordinary Shares prepared by the Investment Manager pursuant to the PRIIPs Regulation can be provided to you in paper or by means of a website, but that where you are applying under the Offer for Subscription directly and not through an adviser or other intermediary, unless requested in writing otherwise, the lodging of an Application Form represents your consent to being provided the key information document via the Company's website (www.octopusrenewablesinfrastructure.com) or on such other website as has been notified to you. Where your application is made on an advised basis or through another intermediary, the terms of your engagement should address the means by which such key information document will be provided to you;
4.2.2 an application for less than £1,000, or which is for more than £1,000 but not a multiple of £1,000.
4.3 The Receiving Agent will present all cheques and bankers' drafts for payment on receipt and will retain documents of title and surplus monies pending clearance of successful applicants' payment. The right is also reserved to reject in whole or in part, or to scale down or limit, any application. The Receiving Agent may, as agent of the Company, require you to pay interest or its other resulting costs (or both) if the payment accompanying your application is not honoured on first presentation. If you are required to pay interest you will be obliged to pay the amount determined by the Receiving Agent to be the interest on the amount of the payment from the date on which all payments in cleared funds are due to be received until the date of receipt of cleared funds. The rate of interest will be two percentage points above the then published bank base rate of a clearing bank selected by the Receiving Agent.
The terms and conditions of application require that applicants provide cleared funds in support of each application. You should instruct the bank to transfer funds so that they will have taken place (and funds settled) to coincide with the delivery of your Application Form to the Receiving Agent and by no later than 1.00 p.m. on 5 December 2019. It is recommended that such transfers are actioned within 24 hours of posting your application.
When arranging the transfer, you must instruct your bank to provide a reference with the transfer which is the same as the unique reference number provided to you by Computershare Investor Services PLC. This reference is used by Computershare Investor Services PLC to match your payment with an application, and failure to provide a matching reference may delay Computershare Investor Services PLC's ability to process your application and result in it not being accepted. If your reference can not be matched by Computershare Investor Services PLC to an application, this will be rejected back to the remitting account before the Offer for Subscription closes.
Any delay in providing monies may affect acceptance of the application. If the Receiving Agent is unable to match your application with a bank payment, there is a risk that your application could be delayed or will not be treated as a valid application and may be rejected by the Company and/or the Receiving Agent.
Please Note – you should check with your bank regarding any limits imposed on the level and timing of transfers allowed from your account (for example, some banks apply a maximum transaction or daily limit, and you may need to make the transfer as more than one payment).
Where application monies have been banked and/or received, if any application is not accepted in whole, or is accepted in part only, or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance of the amount paid on application will be returned without interest within 14 calendar days at the risk of the person(s) entitled thereto by returning your cheque, or by crossed cheque in your favour, by post, or, in the case of payment(s) made electronically, by a bank transfer by means of a return credit to the remitting bank account (in which case, please note that the processing of refunds between banks can take up to 72 hours to compete). In the meantime, application monies will be retained by the Receiving Agent in a separate account.
By completing an Application Form, you:
7.1 undertake and warrant that, if you sign the Application Form on behalf of somebody else or on behalf of a corporation, you have due authority to do so on behalf of that other person and that such other person will be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained in these terms and conditions of application and undertake to enclose your power of attorney or other authority or a complete copy thereof duly certified by a solicitor or notary;
that you have not taken any action which will or may result in the Company, Peel Hunt, the AIFM, the Investment Manager or the Receiving Agent acting in breach of the regulatory or legal requirements of any territory in connection with the Offer for Subscription or your application;
Sterling equivalent of €15,000 (currently approximately £13,000). Computershare Investors Services PLC may make enquiries to credit reference agencies to meet its anti-money laundering obligations and the applicant may be required to provide an original or certified copy of their passport, driving licence and recent bank statements to support such enquiries. Anti-money laundering checks do not mean the investor is suspected of anything illegal and there is nothing to worry about. The checks made at credit reference agencies leave an 'enquiry footprint' – an indelible record so that the investor can see who has checked them out. The enquiry footprint does not have any impact on their credit score or on their ability to get credit. Anti-money laundering checks appear as an enquiry/soft search on the investor's credit report. The report may contain a note saying "Identity Check to comply with Anti-Money Laundering Regulations".
Registrar agree otherwise in writing, be deemed to represent and warrant to the Company that you are outside the United States, not a U.S. Person or a resident of the United States, any member state of the EEA (other than any EEA member state, including the United Kingdom, where the Ordinary Shares are lawfully marketed), Canada, Japan, Australia, the Republic of South Africa or a corporation, partnership or other entity organised under the laws of the United States or any member state of the EEA (other than any EEA member state, including the United Kingdom, where the Ordinary Shares are lawfully marketed), Canada (or any political subdivision of either), Japan, the Republic of South Africa or Australia and that you are not subscribing for such Ordinary Shares for the account of any person in the United States, any U.S. Person or any resident of the United States, any member state of the EEA (other than any EEA member state, including the United Kingdom, where the Ordinary Shares are lawfully marketed), Canada, Japan, the Republic of South Africa or Australia and will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Ordinary Shares in or into the United States, any member state of the EEA (other than any EEA member state, including the United Kingdom, where the Ordinary Shares are lawfully marketed), Canada, Japan, the Republic of South Africa or Australia or to any U.S. Person or resident in any member state of the EEA (other than any EEA member state, including the United Kingdom, where the Ordinary Shares are lawfully marketed), Canada, Japan, the Republic of South Africa or Australia. Unless the Company and the Registrar agree otherwise in writing, no application will be accepted if it shows the applicant or a payor having an address in the United States, any member state of the EEA (other than any EEA member state, including the United Kingdom, where the Ordinary Shares are lawfully marketed), Canada, Japan, the Republic of South Africa or Australia.
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 in this paragraph 10).
that is subject to Title I of ERISA or Section 4975 of the U.S. Tax Code. In addition, if an applicant is a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the U.S. Tax Code, its purchase, holding, and disposition of the Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially Similar Law;
"OCTOPUS RENEWABLES INFRASTRUCTURE TRUST PLC (THE "COMPANY") HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE 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. ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OR AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. FURTHER, NO PURCHASE, SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS SUCH PURCHASE, SALE OR TRANSFER WILL NOT RESULT IN THE ASSETS OF THE COMPANY CONSTITUTING "PLAN ASSETS" WITHIN THE MEANING OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR THE PLAN ASSETS REGULATION";
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 Ordinary Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the AIFM, the Investment Manager, Peel Hunt, or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the First Issue;
Prospective investors should consult their professional advisers concerning the possible tax consequences of their subscribing for, purchasing, holding or selling Ordinary Shares and/or C Shares. The following summary of the principal United Kingdom tax consequences applicable to the Company and its Shareholders is based upon interpretations of existing laws in effect on the date of this Securities Note and no assurance can be given that courts or fiscal authorities responsible for the administration of such laws will agree with the interpretations or that changes in such laws will not occur. The tax and other matters described in this Securities Note are not intended as legal or tax advice. Each prospective investor must consult its own advisers with regard to the tax consequences of an investment in Ordinary Shares and/or C Shares. None of the Company, the Directors, Peel Hunt, the AIFM, the Investment Manager or any of their respective affiliates or agents accepts any responsibility for providing tax advice to any prospective investor.
The information below, which relates only to United Kingdom taxation, summarises the advice received by the Board in so far as applicable to the Company and to persons who are resident in the United Kingdom for taxation purposes and who hold Ordinary Shares and/or C Shares as an investment. It is based on current United Kingdom tax law and published practice, which law or practice is, in principle, subject to any subsequent changes therein (potentially with retrospective effect). Certain Shareholders, such as dealers in securities, collective investment schemes, insurance companies and persons acquiring their Ordinary Shares and/or C Shares in connection with their employment may be taxed differently and are not considered. The tax consequences for each Shareholder investing in the Company may depend upon the Shareholder's own tax position and upon the relevant laws of any jurisdiction to which the Shareholder is subject.
There may be other tax consequences of an investment in the Company and all Shareholders or potential investors, in particular those who are in any doubt about their tax position, or who are resident or otherwise subject to taxation in a jurisdiction outside the United Kingdom, should consult an appropriate professional adviser without delay. In particular, the tax legislation of the Shareholder's or potential investor's country of domicile or residence and of the Company's country of incorporation may have an impact on income received from the Ordinary Shares and/or C Shares.
It is the intention of the Directors to conduct the affairs of the Company so that it satisfies and continues to satisfy the conditions necessary for it to be approved by HMRC as an investment trust under sections 1158 to 1159 of the CTA 2010. The Company has received provisional investment trust approval from HMRC. However, neither the Directors, the AIFM nor the Investment Manager can guarantee that this approval will be maintained. One of the conditions for a company to qualify as an investment trust is that it is not a close company. The Directors intend that the Company should not be a close company immediately following First Admission. In respect of each accounting period for which the Company continues to be approved by HMRC as an investment trust the Company will be exempt from UK taxation on its capital gains. The Company will, however, (subject to what follows) be liable to UK corporation tax on its income in the normal way.
An investment trust approved under sections 1158 to 1159 of the CTA 2010, or one that intends to seek such approval, is able to elect to take advantage of modified UK tax treatment in respect of its "qualifying interest income" for an accounting period (referred to here as the "streaming" regime). Under regulations made pursuant to the Finance Act 2009, the Company may, if it so chooses, designate as an "interest distribution" all or part of the amount it distributes to Shareholders as dividends in respect of the accounting period, to the extent that it has "qualifying interest income" for the accounting period. Were the Company to designate any dividend it pays in this manner, it would be able to deduct such interest distributions from its taxable interest income in calculating its taxable profit for the relevant accounting period.
The Company should in practice be exempt from UK corporation tax on any dividend income received, provided that such dividends (whether from UK or non-UK companies) fall within one of the "exempt classes" in Part 9A of the CTA 2009.
Individual Shareholders who are resident in the UK for tax purposes will generally be subject to capital gains tax in respect of any gain arising on a disposal of their Ordinary Shares and/or C Shares. Each such individual has an annual exemption, such that capital gains tax is chargeable only on gains arising from all sources during the tax year in excess of this figure. The annual exemption is £12,000 for the tax year 2019–2020. Capital gains tax chargeable will be at the current rate of 10 per cent. (for basic rate tax payers) and 20 per cent. (for higher and additional rate tax payers) for the tax year 2019–2020.
Shareholders who are individuals and who are temporarily non-resident in the UK may, under anti-avoidance legislation, still be liable to UK tax on any capital gain realised (subject to any available exemption or relief).
Corporate Shareholders who are resident in the UK for tax purposes will generally be subject to corporation tax on chargeable gains arising on a disposal of their Ordinary Shares and/or C Shares.
Capital losses realised on a disposal of Ordinary Shares and/or C Shares must be set off as far as possible against chargeable gains for the same tax year (or accounting period in the case of a corporate Shareholder), even if this reduces an individual Shareholder's total gain below the annual exemption. Any balance of losses is carried forward without time limit and set off against net chargeable gains (that is, after deducting the annual exemption) in the earliest later tax year. Losses cannot generally be carried back, with the exception of losses accruing to an individual Shareholder in the year of his/her death.
Distributions made by the Company may take either the form of dividend distributions or interest distributions which may be designated as interest distributions for UK tax purposes. Prospective investors should note that the UK tax treatment of the Company's distributions may vary for a Shareholder depending upon the classification of such distributions. Prospective investors who are unsure about the tax treatment which will apply to them in respect of any distributions made by the Company should consult their own tax advisers.
(a) Non interest distributions
In the event that the Directors do not elect for the "streaming" regime to apply to any dividends paid by the Company, the following statements summarise the expected UK tax treatment for individual Shareholders who receive dividends from the Company. The following statements would also apply to any dividends not treated as "interest distributions" were the Directors to elect for the streaming regime to apply.
A £2,000 annual tax free dividend allowance is available to UK individuals for the tax year 2019-20. Dividends received in excess of this threshold will be taxed, for the tax year 2019/20 at 7.5 per cent. (basic rate taxpayers), 32.5 per cent. (higher rate taxpayers) and 38.1 per cent. (additional rate taxpayers).
The Company will not be required to withhold tax at source when paying a dividend.
Should the Directors elect to apply the "streaming" regime to any dividends paid by the Company, were the Company to designate any dividends paid as an "interest distribution", a UK resident Shareholder in receipt of such a dividend would be treated as though they had received a payment of interest. Such a Shareholder would be subject to UK income tax at the current rates of 20 per cent., 40 per cent. or 45 per cent., depending on the level of the Shareholder's income. No withholding tax will be applied to such distributions.
Each UK resident individual who is a basic rate taxpayer is entitled to a Personal Saving Allowance which exempts the first £1,000 of savings income (including distributions deemed as 'interest distributions' from an investment trust company). The exempt amount is reduced to £500 for higher rate taxpayers and additional rate taxpayers do not receive an allowance.
UK resident corporate Shareholders may be subject to corporation tax on dividends paid by the Company unless they fall within one of the exempt classes in Part 9A of CTA 2009. If, however, the Directors did elect for the "streaming" rules to apply, and such corporate Shareholders were to receive dividends designated by the Company as "interest distributions", they would be subject to corporation tax in the same way as a creditor in a loan relationship.
No UK stamp duty or stamp duty reserve tax ("SDRT") will normally arise on the issue of Ordinary Shares and/or C Shares by the Company.
Transfers on sale of Ordinary Shares and/or C Shares will generally be subject to UK stamp duty at the rate of 0.5 per cent. of the consideration given for the transfer (rounded up to the nearest £5). The purchaser normally pays the stamp duty.
An agreement to transfer Ordinary Shares and/or C Shares will normally give rise to a charge to SDRT at the rate of 0.5 per cent. of the amount or value of the consideration payable for the transfer. If a duly stamped transfer in respect of the agreement is produced within six years of the date on which the agreement is made (or, if the agreement is conditional, the date on which the agreement becomes unconditional) any SDRT paid is repayable, generally with interest, and otherwise the SDRT charge is cancelled. SDRT is, in general, payable by the purchaser.
Paperless transfers of Ordinary Shares and/or C Shares within the CREST system will generally be liable to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration payable. CREST is obliged to collect SDRT on relevant transactions settled within the CREST system. Deposits of Ordinary Shares and/or C Shares into CREST will not generally be subject to SDRT, unless the transfer into CREST is itself for consideration.
The issue of Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme (including the First Issue) will not give rise to UK stamp duty or SDRT.
Ordinary Shares and/or C Shares acquired by a UK resident individual Shareholder in the Offer for Subscription or the Intermediaries Offer or on the secondary market (but not the First Placing or any Subsequent Placing) should be eligible to be held in a stocks and shares ISA, subject to applicable annual subscription limits (£20,000 in the tax year 2019-2020). Investments held in ISAs will be free of UK tax on both capital gains and income. The opportunity to invest in shares through an ISA is restricted to certain UK resident individuals aged 18 or over. Junior ISAs are available to children under the age of 18 who are resident in the UK subject to the annual allowance of £4,368 for the 2019-2020 tax year. Sums received by a Shareholder on a disposal of Ordinary Shares and/or C Shares would not count towards the Shareholder's annual limit; but a disposal of Ordinary Shares and/or C Shares held in an ISA will not serve to make available again any part of the annual subscription limit that has already been used by the Shareholder in that tax year.
The Directors have been advised that the Ordinary Shares and/or C Shares should be eligible for inclusion in a SIPP or a SSAS, subject to the discretion of the trustees of the SIPP or the SSAS, as the case may be.
The UK has entered into international agreements with a number of jurisdictions which provide for the exchange of information in order to combat tax evasion and improve tax compliance. These include, but are not limited to, an Inter-governmental Agreement with the U.S. in relation to FATCA and International Tax Compliance Agreements with Guernsey, Jersey, the Isle of Man and Gibraltar. The UK has also introduced legislation implementing other international exchange of information arrangements, including the Common Reporting Standard developed by the Organisation for Economic Co-operation and Development and the EU Directive on Administrative Cooperation in Tax Matters. In connection with such agreements and arrangements the Company may, among other things, be required to collect and report to HMRC certain information regarding Shareholders and other account holders of the Company and HMRC may pass this information on to the authorities in other jurisdictions.
| Aggregate nominal value | Number | |
|---|---|---|
| Ordinary Share | £0.01 | 1 |
| Management Shares | £50,000 | 50,000 |
The Ordinary Share in issue is fully paid up and will be transferred to a placee under the First Placing. To enable the Company to obtained a certificate of entitlement to conduct business and to borrow under section 761 of the Companies Act, on 1 November 2019, 50,000 Management Shares were allotted to Octopus Investments Nominees Limited. The Management Shares are paid up as to one quarter of their nominal value and will be redeemed immediately following First Admission out of the proceeds of the First Issue.
1.3 Set out below is the issued share capital of the Company as it will be immediately following the First Issue (assuming 250 million Ordinary Shares are allotted):
Aggregate Nominal value (£) Number Ordinary Shares 2,500,000 250,000,000
All Ordinary Shares will be fully paid.
Companies Act did not apply to any such allotment or sale, such power to expire at the conclusion of the first annual general meeting of the Company, save that the Company may, at any time prior to the expiry of such power make an offer or enter into an agreement which would or might require Ordinary Shares and/or C Shares to be allotted or Ordinary Shares sold from treasury after the expiry of such power, and the Directors may allot or sell from treasury equity securities in pursuance of such an offer or agreement as if such power had not expired;
1.9 All of the Ordinary Shares expected to be issued pursuant to the First Issue and the Ordinary Shares and/or C Shares expected to be issued under the Shares Issuance Programme will be in registered form and will be eligible for settlement in CREST. Temporary documents of title will not be issued.
1.10 There are no restrictions on the free transferability of the Ordinary Shares or the C Shares, subject to compliance with applicable securities laws.
| Name | Current | Previous |
|---|---|---|
| Philip Austin | Blackstone/GSO Debt Funds Europe Ltd City Merchants High Yield Trust Ltd Jersey Electricity plc Ravenscroft Cash Management Ltd |
3i Infrastructure plc Blackstone/GSO Loan Financing Ltd Citizens Advice Bureau, Jersey Future Finance Group Invesco Property Income Trust Ltd Jordans (CI) Ltd Organising Committee, 2015 NatWest Island Games |
| Name | Current | Previous |
|---|---|---|
| James Cameron | Enterprise and Environment Ltd Green Running Limited Ignite Power Overseas Development Institute |
Agrica Limited Climate Change Capital Group Limited Climate Change Holdings Limited CDP Worldwide China Dialogue Services Limited China Dialogue Trust Engaged Tracking (ET) Index Ltd |
| Elaina Elzinga | Farmcare Trading Limited Gower Place Investments Limited Wellcome Trust Investments 1 Unlimited Wellcome Trust Investments 2 Unlimited Wellcome Trust Pensions Trustee Limited |
Wellcome Trust Investments 3 Unlimited Wellcome Trust Residential 1 Limited Wellcome Trust Residential 2 Limited |
| Audrey McNair | British Friendly Society Jupiter Emerging and Frontier Income Trust plc |
Earl Shilton Building Society |
The Articles contain provisions, inter alia, to the following effect:
The Articles do not provide for any objects of the Company and accordingly the Company's objects are unrestricted.
3.3.4 The Board may, with the authority of an ordinary resolution of the Company, direct that payment of any dividend declared may be satisfied wholly or partly by the distribution of assets, and in particular of paid up shares or debentures of any other company, or in any one or more of such ways.
3.3.5 The Board may also, with the prior authority of an ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to holders of shares the right to elect to receive shares, credited as fully paid, instead of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution.
provided that the Board shall not refuse to register a transfer or renunciation of a partly paid share in certificated form on the grounds that it is partly paid in circumstances where such refusal would prevent dealings in such share from taking place on an open and proper basis on the market on which such share is admitted to trading.
The Board may refuse to register a transfer of an uncertificated share in such other circumstances as may be permitted or required by the regulations and the relevant electronic system provided that such refusal does not prevent dealings in shares from taking place on an open and proper basis.
at the best price reasonably obtainable to any other person so that the share will cease to be a Prohibited Share. The net proceeds of sale (after payment of the Company's costs of sale and together with interest at such rate as the Directors consider appropriate) shall be paid over by the Company to the former holder upon surrender by him or her of the relevant share certificate (if applicable).
3.5.8 Upon transfer of a share the transferee of such share shall be deemed to have represented and warranted to the Company that such transferee is acquiring shares in an offshore transaction meeting the requirements of Regulation S and is not, nor is acting on behalf of: (i) a Benefit Plan Investor and no portion of the assets used by such transferee to acquire or hold an interest in such share constitutes or will be treated as "plan assets" of any Benefit Plan Investor under section 3(42) of ERISA; and/or (ii) a U.S. Person.
The Company may by ordinary resolution:
3.8.3.4 if the meeting is convened to consider a special resolution, the text of the resolution and the intention to propose the resolution as such; and
with reasonable prominence, that a shareholder entitled to attend and vote is entitled to appoint one or (provided each proxy is appointed to exercise the rights attached to a different share held by the shareholder) more proxies to attend and to speak and vote instead of the shareholder and that a proxy need not also be a shareholder.
The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property and assets (present and future) and, subject to the provisions of the Companies Act, to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
Subject to the provisions of the Companies Act and to any rights for the time being attached to any shares, any shares may be allotted or issued with or have attached to them such preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, transfer, return of capital or otherwise, as the Company may from time-to-time by ordinary resolution determine or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Board may determine, and any share may be issued which is, or at the option of the Company or the holder of such share is liable to be, redeemed in accordance with the Articles or as the Directors may determine.
The business of the Company shall be managed by the Directors who, subject to the provisions of the Articles and to any directions given by special resolution to take, or refrain from taking, specified action, may exercise all the powers of the Company, whether relating to the management of the business or not. Any Director may appoint any other Director, or any other person approved by resolution of the Directors and willing to act and permitted by law to do so, to be an alternate Director.
The Directors (other than alternate Directors) shall be entitled to receive by way of fees for their services as Directors such sum as the Board may from time-to-time determine (not exceeding in aggregate £300,000 per annum or such other sum as the Company in general meeting shall from time-to-time determine). Any such fees payable shall be distinct from any salary, remuneration or other amounts payable to a Director pursuant to any other provision of the Articles or otherwise and shall accrue from day to day.
The Directors are entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by them in or about the performance of their duties as Directors.
and/or makes arrangements not to receive documents or information relating to any matter which gives rise to a conflict of interest or possible conflict of interest and/or makes arrangements for such documents and information to be received and read by a professional adviser.
3.14.1.4 the giving of any other indemnity where all other Directors are also being offered indemnities on substantially the same terms;
3.14.1.5 any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings in which offer he or she is or may be entitled to participate as a holder of securities or in the underwriting or subunderwriting of which he or she is to participate;
Unless and until otherwise determined by an ordinary resolution of the Company, the number of Directors shall be not less than two and the number is not subject to a maximum.
3.17.1 The Company may, by notice in writing, require a person whom the Company knows to be, or has reasonable cause to believe is, interested in any shares or at any time during the three years immediately preceding the date on which the notice is issued to have been interested in any shares, to confirm that fact or (as the case may be) to indicate whether or not this is the case and to give such further information as may be required by the Directors. Such information may include, without limitation, particulars of the person's identity, particulars of the person's own past or present interest in any shares and to disclose the identity of any other person who has a present interest in the shares held by him or her, where the interest is a present interest and any other interest, in any shares, which subsisted during that three year period at any time when his/her own interest subsisted to give (so far as is within his/her knowledge) such particulars with respect to that other interest as may be required and where a person's interest is a past interest to give (so far as is within his/her knowledge) like particulars for the person who held that interest immediately upon his/her ceasing to hold it.
3.17.2 If any shareholder is in default in supplying to the Company the information required by the Company within the prescribed period (which is 14 calendar days after service of the notice), or such other reasonable period as the Directors may determine, the Directors in their absolute discretion may serve a direction notice on the shareholder. The direction notice may direct that in respect of the shares in respect of which the default has occurred (the "default shares") the shareholder shall not be entitled to vote in general meetings or class meetings. Where the default shares represent at least 0.25 per cent. in nominal value of the class of shares concerned (excluding treasury shares), the direction notice may additionally direct that dividends on such shares will be retained by the Company (without interest) and that no transfer of the default shares (other than a transfer authorised under the Articles) shall be registered until the default is rectified.
Subject to the Articles, the Company may sell any shares registered in the name of a shareholder remaining untraced for 12 years who fails to communicate with the Company following advertisement of an intention to make such a disposal. Until the Company can account to the shareholder, the net proceeds of sale will be available for use in the business of the Company or for investment, in either case at the discretion of the Board. The proceeds will not carry interest.
Subject to the provisions of the Companies Act, but without prejudice to any indemnity to which he or she might otherwise be entitled, every past or present Director (including an alternate Director) or officer of the Company or a director or officer of an associated company (except the auditors or the auditors of an associated company) may at the discretion of the Board be indemnified out of the assets of the Company against all costs, charges, losses, damages and liabilities incurred by him or her for negligence, default, breach of duty, breach of trust or otherwise in relation to the affairs of the Company or of an associated company, or in connection with the activities of the Company, or of an associated company, or as a trustee of an occupational pension scheme (as defined in section 235(6) Companies Act). In addition, the Board may purchase and maintain insurance at the expense of the Company for the benefit of any such person indemnifying him or her against any liability or expenditure incurred by him or her for acts or omissions as a Director or officer of the Company (or of an associated company).
The Management Shares can be redeemed at any time (subject to the provisions of the Companies Act) by the Company and carry the right to receive a fixed annual dividend equal to 0.01 per cent. of the nominal amount of each of the Management Shares payable on demand. For so long as there are shares of any other class in issue, the holders of the Management Shares will not have any right to receive notice of or vote at any general meeting of the Company. If there are no shares of any other class in issue, the holders of the Management Shares will have the right to receive notice of, and to vote at, general meetings of the Company. In such circumstances, each holder of a Management Share who is present in person (or, being a corporation, by representative) or by proxy at a general meeting will have on a show of hands one vote and on a poll every such holder who is present in person (or being a corporation, by representative) or by proxy will have one vote in respect of each Management Share held by him or her.
3.21.1 The following definitions apply for the purposes of this paragraph 3.21 only:
"Calculation Date" means, in relation to any tranche of C Shares, the earliest of the:
(ii) the close of business on the date falling 18 calendar months after the allotment of that tranche of C Shares or if such date is not a Business Day, the next following Business Day;
(iii) the close of business on such date as the Directors may decide is necessary to enable the Company to comply with its obligations in respect of Conversion of that tranche of C Shares; or
"Conversion" means conversion of any tranche of C Shares into Ordinary Shares and Deferred Shares in accordance with paragraph 3.21.8 below;
"Conversion Date" means, in relation to any tranche of C Shares, the close of business on such Business Day as may be selected by the Directors falling not more than 40 Business Days after the Calculation Date of such tranche of C Shares;
"Conversion Ratio" is the ratio of the Net Asset Value per C Share of the relevant tranche to the Net Asset Value per Ordinary Share, which is calculated as:
A Conversion Ratio = B
$$
A = \frac{C-D}{E}
$$
$$
B = \frac{F-G}{U}
$$
$$
\overline{a}
$$
where:
"C" is the aggregate of:
"D" is the amount (to the extent not otherwise deducted from the assets attributable to the C Shares of the relevant tranche) which, in the Directors' opinion, fairly reflects the amount of the liabilities of the Company attributable to the C Shares of the relevant tranche on the relevant Calculation Date (including the amount of any declared but unpaid dividends in respect of such C Shares);
"E" is the number of C Shares of the relevant tranche in issue on the relevant Calculation Date;
which are in each case to be valued in accordance with (ii) below) which are listed, quoted, dealt in or traded on a stock exchange calculated by reference to the bid price at close of business of, or, if appropriate, the daily average of the prices marked for, those investments on the relevant Calculation Date on the principal stock exchange or market where the relevant investment is listed, quoted, dealt in or traded as derived from the relevant exchange's or market's recognised method of publication of prices for such investments where such published prices are available; and
"G" is the amount (to the extent not otherwise deducted in the calculation of F) which, in the Directors' opinion, fairly reflects the amount of the liabilities of the Company attributable to the Ordinary Shares on the relevant Calculation Date (including the amount of any declared but unpaid dividends in respect of such Ordinary Shares); and
"H" is the number of Ordinary Shares in issue on the relevant Calculation Date (excluding any Ordinary Shares held in treasury),
provided that the Directors shall make such adjustments to the value or amount of A and B as the Directors believe to be appropriate having regard among other things, to the assets of the Company immediately prior to the date on which the Company first receives the net proceeds of an issue of C Shares of the relevant tranche and/or to the reasons for the issue of the C Shares of the relevant tranche;
"Deferred Shares" means deferred shares of £0.01 each in the capital of the Company arising on Conversion;
"Existing Shares" means the Ordinary Shares in issue immediately prior to Conversion;
"Force Majeure Circumstances" means, in relation to any tranche of C Shares (i) any political and/or economic circumstances and/or actual or anticipated changes in fiscal or other legislation which, in the reasonable opinion of the Directors, renders Conversion necessary or desirable; (ii) the issue of any proceedings challenging, or seeking to challenge, the power of the Company and/or its Directors to issue the C Shares of the relevant tranche with the rights proposed to be attached to them and/or to the persons to whom they are, and/or the terms upon which they are proposed to be issued; or (iii) the giving of notice of any general meeting of the Company at which a resolution is to be proposed to wind up the Company, whichever shall happen earliest.
References to Shareholders, C Shareholders and deferred shareholders should be construed as references to holders for the time being of Ordinary Shares, C Shares of the relevant tranche and Deferred Shares respectively.
anniversary of such date payable to the holders thereof on the register of shareholders on that date as holders of Deferred Shares but shall confer no other right, save as provided herein, on the holders thereof to share in the profits of the Company. The Deferred Dividend shall not accrue or become payable in any way until the date six months after the Relevant Conversion Date and shall then only be payable to those holders of Deferred Shares registered in the register of shareholders of the Company as holders of Deferred Shares on that date. It should be noted that given the proposed redemption of the Deferred Shares as described below, it is not expected that any dividends will accrue or be paid on such shares;
(c) thirdly, in paying to the holders of the Management Shares in respect of each such share the amount paid up or treated as paid up thereon,
for the purposes of paragraph 3.21.3.1(a) the Calculation Date shall be such date as the liquidator may determine.
For the avoidance of doubt, but subject to the rights or privileges attached to any other class of shares, the previous sanction of a special resolution of the holders of Existing Shares and C Shares, as described above, shall not be required in respect of:
3.21.6.5 the sale of any shares held as treasury shares (as such term is defined in section 724 of the Companies Act) in accordance with sections 727 and 731 of the Companies Act or the purchase or redemption of any shares by the Company (whether or not such shares are to be held in treasury).
3.21.7 For so long as any tranche of C Shares are for the time being in issue, until Conversion of such tranche of C Shares and without prejudice to its obligations under applicable laws the Company shall:
their respective former holdings of C Shares of the relevant tranche (provided always that the Directors may deal in such manner as they think fit with fractional entitlements to Ordinary Shares and Deferred Shares arising upon Conversion including, without prejudice to the generality of the foregoing, selling any Ordinary Shares representing such fractional entitlements and retaining the proceeds for the benefit of the Company);
The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, if:
the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Panel on Takeovers and Mergers) to make a cash offer for the outstanding shares at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.
Under sections 974 to 991 of the Companies Act, if an offeror acquires or contracts to acquire (pursuant to a takeover offer) not less than 90 per cent. of the shares (in value and by voting rights) to which such offer relates it may then compulsorily acquire the outstanding shares not assented to the offer. It would do so by sending a notice to outstanding holders of shares telling them that it will compulsorily acquire their shares and then, six weeks later, it would execute a transfer of the outstanding shares in its favour and pay the consideration to the company, which would hold the consideration on trust for the outstanding holders of shares. The consideration offered to the holders whose shares are compulsorily acquired under the Companies Act must, in general, be the same as the consideration that was available under the takeover offer.
In addition, pursuant to section 983 of the Companies Act, if an offeror acquires or agrees to acquire not less than 90 per cent. of the shares (in value and by voting rights) to which the offer relates, any holder of shares to which the offer relates who has not accepted the offer may require the offeror to acquire his/her shares on the same terms as the takeover offer.
The offeror would be required to give any holder of shares notice of his/her right to be bought out within one month of that right arising. Sell-out rights cannot be exercised after the end of the period of three months from the last date on which the offer can be accepted or, if later, three months from the date on which the notice is served on the holder of shares notifying them of their sell-out rights. If a holder of shares exercises its rights, the offeror is bound to acquire those shares on the terms of the takeover offer or on such other terms as may be agreed.
The Company is of the opinion that, on the basis the Minimum Net Proceeds are raised, the working capital available to the Company is sufficient for its present requirements that is for at least the next 12 months from the date of this Securities Note.
If the Minimum Net Proceeds are not raised, the First Issue may only proceed where a supplementary prospectus (including a working capital statement based on a revised minimum net proceeds figure) has been prepared in relation to the Company and approved by the FCA. In the event that the Company does not wish to prepare and publish a supplementary prospectus incorporating a working capital statement based on a revised minimum net proceeds figure the First Issue will not proceed, the arrangements in respect of the First Issue will lapse and any monies received in respect of the First Issue will be returned to applicants and Placees without interest at applicants'/investors' risk.
As at the date of this Securities Note, the Company has no guaranteed, secured, unguaranteed or unsecured debt and no indirect or contingent indebtedness, and there have been no material changes to the Company's capitalisation from the date of incorporation to the date of this Securities Note.
The Intermediaries authorised at the date of this Securities Note to use the Prospectus are:
AJ Bell Securities Limited Equiniti Financial Services Limited Hargreaves Lansdown Nominees Limited iDealing.com Limited Interactive Investor Services Limited Jarvis Investment Management Limited Redmayne Nominees Limited The Share Centre Limited Walker Crips Investment Management Limited
Dated: 19 November 2019
The following definitions apply throughout this Securities Note unless the context requires otherwise:
| Administrator | PraxisIFM Fund Services (UK) Limited |
|---|---|
| Admission | admission of the Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme: (i) to the premium segment of the Official List; and (ii) to trading on the premium segment of the London Stock Exchange's main market, becoming effective in accordance with the Listing Rules and the admission and disclosure standards of the London Stock Exchange |
| AIFM | Octopus AIF Management Limited |
| AIFM Directive | Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers, as amended from time to time |
| Application Form | the application form attached to this Securities Note for use in connection with the Offer for Subscription |
| Articles | the articles of association of the Company as at the date of this Securities Note or, in the context of the Share Issuance Programme (other than the First Issue), as at the date of the relevant issue under the Share Issuance Programme |
| Audit and Risk Committee | the audit and risk committee of the Board |
| Auditor | PricewaterhouseCoopers LLP or such other auditor as the Company may appoint from time to time |
| Benefit Plan Investor | (i) an employee benefit plan that is subject to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA (including, as applicable, assets of an insurance company general account) or a plan that is subject to the prohibited transaction provisions of section 4975 of the U.S. Tax Code (including an individual retirement account), (ii) an entity whose underlying assets include "plan assets" by reason of a plan's investment in the entity, or (iii) any "benefit plan investor" as otherwise defined in section 3(42) of ERISA or regulations promulgated by the U.S. Department of Labor |
| Board | the board of Directors of the Company or any duly constituted committee thereof |
| Business Day | any day which is not a Saturday or Sunday or a bank holiday in the City of London |
| C Shares | C shares of £0.10 each in the capital of the Company |
| C Shareholder | a holder of C Shares |
| Calculation Date | has the meaning given in paragraph 3.21.1 of Part 6 of this Securities Note |
| capital gains tax | UK taxation of capital gains or corporation tax on chargeable gains, as the context may require |
| certificated or in certificated form | not in uncertificated form |
|---|---|
| Companies Act | the Companies Act 2006 and any statutory modification or re enactment thereof for the time being in force |
| Company | Octopus Renewables Infrastructure Trust plc |
| Company Secretary | PraxisIFM Fund Services (UK) Limited |
| Conversion | the conversion of C Shares into Ordinary Shares and Deferred Shares in accordance with the Articles and as described in paragraph 3 of Part 6 of this Securities Note |
| Conversion Date | has the meaning given in paragraph 3 of Part 6 of this Securities Note |
| Conversion Ratio | has the meaning given in paragraph 3 of Part 6 of this Securities Note |
| CREST | the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form |
| CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended |
| CTA 2009 | Corporation Tax Act 2009 and any statutory modification or re-enactment thereof for the time being in force |
| CTA 2010 | Corporation Tax Act 2010 and any statutory modification or re-enactment thereof for the time being in force |
| Directors | |
| the directors from time to time of the Company and "Director" is to be construed accordingly |
|
| Disclosure Guidance and Transparency Rules |
the disclosure guidance published by the Financial Conduct Authority and the transparency rules made by the Financial Conduct Authority under section 73A of FSMA, as amended from time to time |
| DvP | delivery versus payment |
| EEA | European Economic Area |
| EEA EFTA States | comprising, Iceland, Liechtenstein and Norway |
| ERISA | U.S. Employee Retirement Income Security Act of 1974, as amended |
| Euro or € | the lawful currency of the EU |
| Euroclear | Euroclear UK & Ireland Limited, being the operator of CREST |
| European Union or EU | the European Union first established by the treaty made at Maastricht on 7 February 1992 |
| FATCA | the U.S. Foreign Account Tax Compliance Act of 2010, as amended from time to time |
| FCA | the Financial Conduct Authority or any successor authority |
| First Issue | the First Placing, the Offer for Subscription and the Intermediaries Offer |
|---|---|
| First Placing | the conditional placing of Ordinary Shares by Peel Hunt at the Issue Price pursuant to the Share Issuance Agreement |
| FSMA | the Financial Services and Markets Act 2000 and any statutory modification or re-enactment thereof for the time being in force |
| Future Registration Document | any registration document required to be issued in the future by the Company and subject to separate approval by the FCA |
| Future Securities Note | a securities note to be issued in the future by the Company in respect of each issue, if any, of Ordinary Shares and/or C Shares (other than pursuant to the First Issue or a Subsequent Placing) made pursuant to the Registration Document accompanying this Securities Note and subject to separate approval by the FCA |
| Future Summary | a summary to be issued in future by the Company in respect of each issue, if any, of Ordinary Shares and/or C Shares (other than pursuant to the First Issue or a Subsequent Placing) made pursuant to the Registration Document accompanying this Securities Note and subject to separate approval by the FCA |
| HMRC | Her Majesty's Revenue and Customs |
| Initial Gross Proceeds | the gross proceeds of the First Issue |
| Initial Net Proceeds | the proceeds of the First Issue, after deduction of costs and expenses |
| Intermediaries | the entities listed in paragraph 8 of Part 6 of this Securities Note, together with any other intermediary (if any) that is appointed by the Company in connection with the Intermediaries Offer after the date of this Securities Note and "Intermediary'' shall mean any one of them |
| Intermediaries Booklet | the booklet(s) entitled "Octopus Renewables Infrastructure Trust Plc: Intermediaries Offer – Information for Intermediaries'' and containing, among other things, the Intermediaries Terms and Conditions |
| Intermediaries Offer | the offer of Ordinary Shares by the Intermediaries to retail investors |
| Intermediaries Offer Adviser | Peel Hunt LLP |
| Intermediaries Terms and Conditions |
the terms and conditions agreed between the Intermediaries Offer Adviser, the Company, the AIFM, the Investment Manager and the Intermediaries in relation to the Intermediaries Offer and contained in the Intermediaries Booklet |
| Investment Manager | Octopus Investments Limited |
| ISA | an individual savings account maintained in accordance with the UK Individual Savings Account Regulations 1998 (as amended from time to time) |
| ISIN | International Securities Identification Number |
| Issue Price | the price at which Ordinary Shares are being issued pursuant to the First Issue, being £1.00 per Ordinary Share |
|---|---|
| Key Information Document | the key information document relating to the Ordinary Shares produced pursuant to the PRIIPs Regulation, as amended and updated from time to time |
| LEI | legal entity identifier |
| Listing Rules | the listing rules made by the FCA under section 73A of FSMA, as amended from time to time |
| Lock-in Deed | the lock-in deed dated 19 November 2019, between each of the Directors (save for Elaina Elzinga (who is a U.S. Person)), the Company and Peel Hunt a summary of which is set out in paragraph 6.7 of Part 4 of the Registration Document |
| London Stock Exchange | London Stock Exchange plc |
| Management Agreement | the alternative investment fund management agreement between the Company and the AIFM, a summary of which is set out in paragraph 6.2 of Part 4 of the Registration Document |
| Management Shares | redeemable shares of £1.00 each in the capital of the Company held at the date of this Securities Note by Octopus Investments Nominees Limited |
| MAR | Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, as amended from time to time |
| MiFID II | Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU ("MiFID") and Regulation (EU) No 600/2014 of the European Parliament and the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 ("MiFIR", and together with MiFID, "MiFID II"), as amended from time to time |
| MiFID II Product Governance Requirements |
has the meaning given to it on page 12 of this Securities Note |
| Minimum Gross Proceeds | the minimum gross proceeds of the First Issue, being £100 million |
| Minimum Net Proceeds | the Minimum Gross Proceeds less the costs and expenses of the First Issue |
| Money Laundering Directive | the Council Directive on prevention of the use of the financial system for the purposes of money laundering or terrorist financing (EU/2015/849) as amended by the Money Laundering Directive (EU) 2018/843 of the European Parliament and of the Council of the Europe Union of 9 July 2018 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing |
| Money Laundering Regulations | the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended from time to time |
| Net Asset Value | the value, as at any date, of the assets of the Company after deduction of all liabilities determined in accordance with the accounting policies adopted by the Company from time-to-time |
|---|---|
| Net Asset Value per C Share | at any time the Net Asset Value attributable to any tranche of C Shares divided by the number of C Shares of the relevant tranche in issue (other than C Shares of the relevant tranche held in treasury) at the date of calculation |
| Net Asset Value per Ordinary Share at any time the Net Asset Value attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (other than Ordinary Shares held in treasury) at the date of calculation |
|
| Offer for Subscription | the offer for subscription of Ordinary Shares at the Issue Price on the terms set out in this Securities Note |
| Official List | the official list maintained by the FCA pursuant to Part VI of FSMA |
| Ordinary Shares | ordinary shares of £0.01 each in the capital of the Company and "Ordinary Share" shall be construed accordingly |
| Overseas Persons | a potential investor who is not resident in, or who is not a citizen of, the UK |
| Peel Hunt | Peel Hunt LLP |
| Placee | any person who agrees to subscribe for Ordinary Shares pursuant to the First Placing or for Ordinary Shares and/or C Shares pursuant to any Subsequent Placing |
| PRIIPs Regulation | Regulation EU No.1286/2014 on key information documents for |
| packaged retail and insurance-based investment products, as amended from time to time |
|
| Prospectus | this Securities Note, together with the Summary and the Registration Document |
| Prospectus Regulation | Regulation (EU) No. 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC |
| Prospectus Regulation Rules | the prospectus regulation rules made by the FCA under section 73A of FSMA, as amended from time to time |
| Receiving Agent | Computershare Investor Services PLC |
| Register | the register of members of the Company |
| Registrar | Computershare Investor Services PLC |
| Registration Document | the registration document dated 19 November 2019 issued by the Company and approved by the FCA |
| Regulation S | Regulation S promulgated under the U.S. Securities Act, as amended from time to time |
| Regulatory Information Service | a service authorised by the FCA to release regulatory announcements to the London Stock Exchange |
| Securities Note | this securities note dated 19 November 2019 issued by the Company in respect of the Ordinary Shares and/or C Shares made available pursuant to the Registration Document and approved by the FCA |
|---|---|
| SEDOL | the Stock Exchange Daily Official List |
| Share Issuance Agreement | the share issuance agreement dated 19 November 2019, between the Company, the Directors, the AIFM, the Investment Manager and Peel Hunt, a summary of which is set out in paragraph 6.1 of Part 4 of the Registration Document |
| Share Issuance Programme | the First Issue and the proposed programme of Subsequent Issues of Ordinary Shares and/or C Shares on the terms set out in this Securities Note (and any Future Securities Note) |
| Share Issuance Programme Price | the applicable price at which Ordinary Shares and/or C Shares will be issued to prospective investors under the Share Issuance Programme (other than the First Issue), as described in this Securities Note |
| Shareholder | a holder of Ordinary Shares and/or C Shares, as the context requires |
| Similar Law | any U.S. federal, state, local or foreign law that is similar to section 406 of ERISA or section 4975 of the U.S. Tax Code |
| SIPP | a self-invested personal pension as defined in Regulation 3 of the Retirement Benefits Schemes (Restriction on Discretion to Approve) (Permitted Investments) Regulations 2001 of the UK |
| SSAS | a small self-administered scheme as defined in Regulation 2 of the Retirement Benefits Schemes (Restriction on Discretion to Approve) (Small Self-Administered Schemes) Regulations 1991 of the UK |
| Sterling or GBP or £ or pence | the lawful currency of the United Kingdom |
| Subsequent Admission | Admission of any Ordinary Shares and/or C Shares issued pursuant to the Share Issuance Programme (other than the First Issue) |
| Subsequent Issue | any placing, open offer, offer for subscription and/or intermediaries offer of Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme (other than the First Issue) |
| Subsequent Placing | any placing of Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme (other than the First Placing) described in this Securities Note |
| Summary | the summary dated 19 November 2019 issued by the Company pursuant to the Registration Document and approved by the FCA |
| Takeover Code | The City Code on Takeovers and Mergers as amended from time to time |
| Target Market Assessment | has the meaning defined on page 12 of this Securities Note |
| Tax Residency Self-Certification Form |
the tax residency self-certification form required to be completed by all investors who intend to hold their Ordinary Shares in certificated form in the Company for reporting purposes |
| Underlying Applicants | investors who wish to acquire Ordinary Shares under the Intermediaries Offer who are clients of any Intermediary |
|---|---|
| U.S. Investment Company Act | U.S. Investment Company Act of 1940, as amended from time to time |
| U.S. Person | any person who is a U.S. person within the meaning of Regulation S adopted under the U.S. Securities Act |
| U.S. Securities Act | U.S. Securities Act of 1933, as amended from time to time |
| U.S. Tax Code | the US Internal Revenue Code of 1986, as amended from time to time |
| uncertificated or in uncertificated form |
a share recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
| United Kingdom or UK | the United Kingdom of Great Britain and Northern Ireland |
| United States of America or United States or U.S. |
the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia |
For official use only
Application form for the Offer for Subscription
Important: before completing this form, you should read the accompanying notes.
To: Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE
I/We the person(s) detailed in section 2 below offer to subscribe for the amount shown in the box in section 1 subject to the Terms and Conditions set out in Part 4 of the Securities Note dated 19 November 2019 and subject to the Articles of the Company.
In the box in this section 1 write in figures, the aggregate value, at the Issue Price (being £1.00 per Ordinary Share), of the Ordinary Shares that you wish to apply for – a minimum of £1,000 and thereafter in multiples of £1,000.
| Payment Method (Tick appropriate box) | ||
|---|---|---|
| Cheque/Banker's draft | Bank transfer | CREST Settlement |
| Mr, Mrs, Miss or Title |
|---|
| Forenames (in full) |
| Surname/Company Name |
| Address (in full) |
| Designation (if any) |
| Date of Birth |
| Mr, Mrs, Miss or Title |
| Forenames (in full) |
| Surname |
| Date of Birth |
| Mr, Mrs, Miss or Title |
|---|
| Forenames (in full) |
| Surname |
| Date of Birth |
| Mr, Mrs, Miss or Title |
| Forenames (in full) |
| Surname |
| Date of Birth |
(Only complete this section if Ordinary Shares allotted are to be deposited in a CREST Account which must be in the same name as the holder(s) given in section 2).
CREST Participant ID:
CREST Member Account ID:
Execution by individuals:
| First Applicant Signature | Date | |
|---|---|---|
| Second Applicant Signature | Date | |
| Third Applicant Signature | Date | |
| Fourth Applicant Signature | Date |
| Executed by (Name of company): | Date | |||
|---|---|---|---|---|
| Name of Director: | Signature | Date | ||
| Name of Director/Secretary: | Signature | Date | ||
| If you are affixing a company seal, please mark a cross here: |
Affix Company Seal here: |
If you are subscribing for Ordinary Shares and paying by cheque or banker's draft, attach to this form your cheque or banker's draft for the exact amount shown in the box in section 1. Cheques or banker's drafts made payable to "CIS PLC re: Octopus Renewables Infrastructure Trust Plc – OFS Acceptance a/c". Cheques and banker's drafts must be drawn on an account at a branch of a bank or building society in the United Kingdom and must bear the appropriate sort code in the top right hand corner. You should tick the relevant payment method box in section 1.
For applicants sending subscription monies by electronic bank transfer (CHAPs), payment must be made for value by 1.00 p.m. on 5 December 2019. Applicants wishing to make a CHAPs payment should contact Computershare Investor Services PLC stating "OCTOPUS OFS 2019" by email at [email protected] for full bank details or telephone the shareholder helpline on 0370 707 1346 or on +44 370 707 1346 (if calling from outside the UK) for further information. Applicants will be provided with a unique reference number which must be used when making the payment.
Electronic payments must come from a UK bank account and from a personal account in the name of the individual applicant where they have sole or joint title to the funds. The account name should be the same as that inserted in section 2 of the Application Form and payments must relate solely to your Application. You should tick the relevant payment method box in section 1. It is recommended that such transfers are actioned within 24 hours of posting your application.
Evidence of the source of funds may also be required. Typically this will be a copy of the remitting bank account statement clearly identifying the applicant's name, the value of the debit (equal to the application value) and the crediting account details or application reference. A photocopy of the transaction can be enclosed with your application or a pdf copy can also be scanned & emailed to [email protected]. Photographs of the electronic transfer are not acceptable.
Any delay in providing monies may affect acceptance of the application. If the Receiving Agent is unable to match your application with a bank payment, there is a risk that your application could be delayed or will not be treated as a valid application and may be rejected by the Company and/or the Receiving Agent.
Please Note – you should check with your bank regarding any limits imposed on the level and timing of transfers allowed from your account (for example, some banks apply a maximum transaction or daily limit, and you may need to make the transfer as more than one payment).
The Receiving Agent cannot take responsibility for correctly identifying payments without a unique reference or where a payment has been received but without an accompanying application form.
If you so choose to settle your application within CREST, that is by DvP, you or your settlement agent/custodian's CREST account must allow for the delivery and acceptance of Ordinary Shares to be made against payment of the Issue Price per Ordinary Share using the CREST matching criteria set out below:
| Trade date: | 6 December 2019 |
|---|---|
| Settlement date: | 10 December 2019 |
| Company: | Octopus Renewables Infrastructure Trust Plc |
| Security description: | Ordinary Shares of £0.01 |
| SEDOL: | BJM0293 |
| ISIN: | GB00BJM02935 |
| CREST message type: | DEL |
Should you wish to settle by DvP, you will need to input your CREST DEL instructions to Computershare Investor Services PLC's Participant Account 3RA43 by no later than 1.00 p.m. on 9 December 2019.
You must also ensure that you or your settlement agent/custodian has a sufficient "debit cap" within the CREST system to facilitate settlement in addition to your own daily trading and settlement requirements.
Applicants wishing to settle by DvP will still need to complete and submit a valid Application Form by the 1.00 p.m. deadline. You should tick the relevant payment method box in section 1.
Note: Computershare Investment Services PLC will not take any action until a valid DEL message has been alleged to the Participant Account by the applicant. No acknowledgement of receipt or input will be provided.
In the event of late/non settlement the Company reserves the right to deliver Ordinary Shares outside of CREST in certificated form provided that payment has been made in terms satisfactory to the Company and all other conditions of the Offer for Subscription have been satisfied.
Anti-money laundering checks are required by law to be performed on certain financial transactions. The checks are undertaken to make sure investors are genuinely who they say they are and that any application monies have not been acquired illegally or that Computershare Investor Services PLC itself is not being used as part of criminal activity, most commonly the placement, layering and integration of illegally obtained money.
Whilst Computershare Investor Services PLC may carry out checks on any application, they are usually only performed when dealing with application values above a certain threshold, commonly referred to as the anti-money laundering threshold which is €15,000 (or the Sterling equivalent).
Computershare Investor Services PLC may make enquiries to credit reference agencies to meet its antimoney laundering obligations and the applicant may be required to provide an original or certified copy of their passport, driving licence and recent bank statements to support such enquiries. Anti-money laundering checks do not mean the investor is suspected of anything illegal and there is nothing to worry about.
The checks made at credit reference agencies leave an 'enquiry footprint' – an indelible record so that the investor can see who has checked them out. The enquiry footprint does not have any impact on their credit score or on their ability to get credit. Anti-Money Laundering Checks appear as an enquiry/soft search on the investors credit report. The report may contain a note saying "Identity Check to comply with Anti Money Laundering Regulations"
To ensure the efficient and timely processing of this application please enter below the contact details of a person the Company (or any of its agents) may contact with all enquiries concerning this application. If no details are provided this may delay obtaining the additional information required and may result in your application being rejected or revoked.
| E-mail address | |
|---|---|
| Telephone No |
If you have any queries on how to complete this form or if you wish to confirm your final allotment of shares, please call the Computershare Investor Services PLC help line on +44 (0) 370 707 1346. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Share Issuance Programme nor give any financial, legal or tax advice.
In addition to completing and returning the Application Form to the Receiving Agent, if you intend to hold Ordinary Shares in certificated form you will also need to complete and return a Tax Residency Self-Certification Form. The "Tax Residency Self-Certification Form (Individuals)" can be found at Appendix 2 at the end of this Securities Note (Appendix 2). Further copies of this form and the relevant form for joint holdings or corporate entity holdings can be requested from Computershare Investor Services PLC by calling the Helpline number below.
Helpline: If you have a query concerning the completion of this Application Form, please telephone Computershare Investor Services PLC on +44 (0) 370 707 1346. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Computershare Investor Services PLC cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Fill in (in figures) in the box in section 1 the aggregate value, at the Issue Price (being £1.00 per Ordinary Share), of the Ordinary Shares being subscribed for. The value must be a minimum of £1,000, and thereafter in multiples of £1,000.
Financial intermediaries who are investing on behalf of clients should make separate applications for each client.
Mark in the relevant box in section 1 to confirm your payment method, i.e. cheque/banker's draft, bank transfer or settlement via CREST.
Fill in (in block capitals) the full name(s) of each holder and the address of the first named holder. Applications may only be made by persons aged 18 or over. In the case of joint holders only the first named may bear a designation reference. A maximum of four joint holders is permitted. All holders named must sign the Application Form in section 4.
If you wish your Ordinary Shares to be deposited in a CREST account in the name of the holders given in section 2, enter in section 3 the details of that CREST account. Where it is requested that Ordinary Shares be deposited into a CREST account, please note that payment for such Ordinary Shares must be made prior to the day such Ordinary Shares might be allotted and issued, unless settling by DvP in CREST.
All holders named in section 2 must sign section 4 and insert the date. The Application Form may be signed by another person on behalf of each holder if that person is duly authorised to do so under a power of attorney. The power of attorney (or a copy duly certified by a solicitor or a bank) must be enclosed for inspection (which originals will be returned by post at the addressee's risk). A corporation should sign under the hand of a duly authorised official whose representative capacity should be stated and a copy of a notice issued by the corporation authorising such person to sign should accompany the Application Form.
By signing, you make the warranties set out in the terms and conditions of application under the Offer for Subscription, including that you are not in the United States and you are not a U.S. Person.
All payments by cheque or banker's draft must accompany your application and be for the exact amount inserted in the box in section 1 of the Application Form. Your cheque or banker's draft must be made payable to "CIS PLC re: Octopus Renewables Infrastructure Trust Plc – OFS Acceptance a/c" in respect of an Application and crossed "A/C Payee Only". Applications accompanied by a post-dated cheque will not be accepted.
Cheques or banker's drafts must be drawn on an account where the applicant has sole or joint-title to the funds and on an account at a branch of a bank or building society in the United Kingdom which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which is a member of either of the Committees of Scottish or Belfast clearing houses or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right hand corner.
Third party cheques may not be accepted, with the exception of building society cheques or banker's drafts where the building society or bank has inserted on the back of the cheque the full name of the building society or bank account holder and have added the building society or bank branch stamp. The name of the building society or bank account holder must be the same as the name of the current shareholder or prospective investor. Please do not send cash. Cheques or banker's drafts will be presented for payment upon receipt. The Company reserves the right to instruct the Receiving Agent to seek special clearance of cheques and banker's drafts to allow the Company to obtain value for remittances at the earliest opportunity.
For applicants sending subscription monies by electronic bank transfer (CHAPs), payment must be made for value by 1.00 p.m. on 5 December 2019. Applicants wishing to make a CHAPs payment should contact Computershare Investor Services PLC stating "OCTOPUS OFS 2019" by email at [email protected] for full bank details or telephone the shareholder helpline on 0370 707 1346 or on +44 370 707 1346 (if calling from outside the UK) for further information. Applicants will be provided with a unique reference number which must be used when making the payment.
Electronic payments must come from a UK bank account and from a personal account in the name of the individual applicant where they have sole or joint title to the funds. The account name should be the same as that inserted in section 2 of the Application Form and payments must relate solely to your Application. You should tick the relevant payment method box in section 1. It is recommended that such transfers are actioned within 24 hours of posting your application.
Evidence of the source of funds may also be required. Typically this will be a copy of the remitting bank account statement clearly identifying the applicant's name, the value of the debit (equal to the application value) and the crediting account details or application reference. A photocopy of the transaction can be enclosed with your application or a pdf copy can also be scanned & emailed to [email protected]. Photographs of the electronic transfer are not acceptable.
Any delay in providing monies may affect acceptance of the application. If the Receiving Agent is unable to match your application with a bank payment, there is a risk that your application could be delayed or will not be treated as a valid application and may be rejected by the Company and/or the Receiving Agent.
Please Note – you should check with your bank regarding any limits imposed on the level and timing of transfers allowed from your account (for example, some banks apply a maximum transaction or daily limit, and you may need to make the transfer as more than one payment).
The Receiving Agent cannot take responsibility for correctly identifying payments without a unique reference or where a payment has been received but without an accompanying application form.
The Company will apply for the Ordinary Shares issued pursuant to the Offer for Subscription in uncertificated form to be enabled for CREST transfer and settlement with effect from First Admission (the "Relevant Settlement Date"). Accordingly, settlement of transactions in the Ordinary Shares will normally take place within the CREST system.
The Application Form contains details of the information which the Company's Receiving Agent, Computershare Investors Services PLC, will require from you in order to settle your application within CREST, if you so choose. If you do not provide any CREST details or if you provide insufficient CREST details for Computershare Investors Services PLC to match to your CREST account, Computershare Investors Services PLC will deliver your Ordinary Shares in certificated form provided payment has been made in terms satisfactory to the Company.
The right is reserved to issue your Ordinary Shares in certificated form should the Company, having consulted with Computershare Investors Services PLC, consider this to be necessary or desirable. This right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST or any part of CREST or on the part of the facilities and/or system operated by Computershare Investors Services PLC in connection with CREST.
The person named for registration purposes in your Application Form must be: (a) the person procured by you to subscribe for or acquire the Ordinary Shares; or (b) yourself; or (c) a nominee of any such person or yourself, as the case may be. Neither Computershare Investors Services PLC nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. You will need to input the delivery versus payment ("DvP") instructions into the CREST system in accordance with your application. The input returned by Computershare Investors Services PLC of a matching or acceptance instruction to our CREST input will then allow the delivery of your Ordinary Shares to your CREST account against payment of the Issue Price through the CREST system upon the Relevant Settlement Date.
By returning your Application Form you agree that you will do all things necessary to ensure that you or your settlement agent/custodian's CREST account allows for the delivery and acceptance of Ordinary Shares to be made prior to 12.55 p.m. on 5 December 2019 against payment of the Issue Price. Failure by you to do so will result in you being charged interest at the rate of two percentage points above the then published bank base rate of a clearing bank selected by the Company.
If you so choose to settle your application within CREST, that is by DvP, you or your settlement agent/custodian's CREST account must allow for the delivery and acceptance of Ordinary Shares to be made against payment of the Issue Price per Ordinary Share using the following CREST matching criteria set out below:
| Trade date: | 6 December 2019 |
|---|---|
| Settlement date: | 10 December 2019 |
| Company: | OCTOPUS RENEWABLES INFRASTRUCTURE TRUST PLC |
| Security description: | Ordinary Shares of £0.01 |
| SEDOL: | BJM0293 |
| ISIN: | GB00BJM02935 |
| CREST message type: | DEL |
Should you wish to settle by DvP, you will need to input your CREST DEL instructions to Computershare Investor Services PLC's Participant Account 3RA43 by no later than 1.00 p.m. on 9 December 2019.
You must also ensure that you or your settlement agent/custodian has a sufficient "debit cap" within the CREST system to facilitate settlement in addition to your own daily trading and settlement requirements.
Applicants wishing to settle by DvP will still need to complete and submit a valid Application Form by the 1.00 p.m. deadline. You should tick the relevant payment method box in section 1.
Note: Computershare Investor Services PLC will not take any action until a valid DEL message has been alleged to the Participant Account by the applicant.
No acknowledgement of receipt or input will be provided.
In the event of late/non settlement the Company reserves the right to deliver Ordinary Shares outside of CREST in certificated form provided that payment has been made in terms satisfactory to the Company and all other conditions of the Offer for Subscription have been satisfied.
| Company that shares are held in: * | Octopus Renewables Infrastructure Trust Plc |
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| Investor code * | |
| Name: * | |
| Registered Address: * If your address has changed, then you will need to notify us separately. See the questions and answers. |
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| Tax Residence Address Only if different to your registered address above |
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| Date of Birth * (DD/MM/YYYY) |
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| Country/Countries of Residence for Tax Purposes | |
| Country of residence for tax purposes | Tax Identification Number* (In the UK this would be your NI number) |
| US Citizen Please mark the box ONLY if you are a US Citizen (see definition below) |
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| Declarations and Signature I acknowledge that the information contained in this form and information regarding my shares may be reported to the local tax authority and exchanged with tax authorities of another country or countries in which I may be tax resident where those countries have entered into Agreements to exchange Financial Account information. I undertake to advise the Company within 90 days of any change in circumstances which causes the information contained herein to become incorrect and to provide the Company with a suitably updated Declaration within 90 days of such change in circumstances. |
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| I certify that I am the shareholder (or I am authorised to sign for the shareholder**). If this relates to a joint holding, I also acknowledge that as a joint holder I may be reported to the relevant tax authority if all the other holders do not provide a Tax Residency Self-Certification. |
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| I declare that all statements made in this declaration are, to the best of my knowledge and belief, correct and complete. |
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| Signature: * | |
| Print Name: * | |
| Date: * | |
| Daytime telephone number/email address*** | |
* Mandatory field
** If signing under a power of attorney, please also attach a certified copy of the power of attorney
***We will only contact you if there is a question around the completion of the self-certification form
The law requires that Financial Institutions collect, retain and report certain information about their account holders, including the account holder's tax residency.
Please complete the form above and provide any additional information requested.
If your declared country/countries of residence for tax purposes is not the same as that of the Financial Institution and is either the US or is on the OECD list of countries which have agreed to exchange information (http://www.oecd.org/tax/transparency/AEOI-commitments.pdf), the Financial Institution will be obliged to share this information with its local tax authority who may then share it with other relevant local tax authorities.
Failure to validly complete and return this form will result in you being reported onwards to the relevant local tax authority. Additionally, if this form has been issued in conjunction with an application for a new holding, then your application may be adversely impacted.
Definitions of terms used in this form can be found below.
If your registered address (or name) has changed, then you must advise us separately. Any details you enter in the "Tax Residence Address" will be used for tax purposes only and will not be used to update your registered details.
If any of the information about your tax residency changes, you are required to provide the Registrar on behalf of the Company with a new, updated, self-certification form within 90 days of such change in circumstances.
All joint holders are treated as separate holders for these tax purposes and every joint holder is required to give an Individual Tax Residency Self-Certification. If any one or more is reportable, the value of the whole shareholding will be reported for all joint shareholder(s).
If we do not receive the self-certification from each joint shareholder, then the whole holding will be treated as undocumented and all holders (including those who have completed the self-certification form) will be reported to the relevant tax authorities.
If you have any remaining questions about how to complete this form or about how to determine your tax residency status you should contact your tax adviser.
The OECD Common Reporting Standard for Automatic Exchange of Financial Account Information ("The Common Reporting Standard") http://www.oecd.org/tax/automatic-exchange/common-reportingstandard/ contains definitions for the terms used within it. However, the following definitions are for general guidance only to help you in completing this form.
The Account Holder is either the person(s) whose name(s) appears on the share register of a Financial Institution or the person whose name appears on the register of entitlement that Computershare Investors Services PLC maintains.
You are required to list the country or countries in which you are resident for tax purposes, together with the tax reference number which has been allocated to you, often referred to as a tax identification number (TIN). Special circumstances (such as studying abroad, working overseas, or extended travel) may cause you to be resident elsewhere or resident in more than one country at the same time (dual residency). The country/countries in which you might be obliged to submit a tax return are likely to be your country/countries of tax residence. If you are a US citizen or hold a US passport or green card, you will also be considered tax resident in the US even if you live outside the US.
The number used to identify the shareholder in the country of residence for tax purposes.
Different countries (or jurisdictions) have different terminology for this and could include such as a National Insurance number, social security number or resident registration number. Some jurisdictions that do issue TINs have domestic law that does not require the collection of the TIN for domestic reporting purposes so that a TIN is not required to be completed by a shareholder resident in such jurisdictions. Some jurisdictions do not issue a TIN or do not issue a TIN to all residents.
If you have any questions about these definitions or require further details about how to complete this form then please contact your tax adviser.
The governments of more than 100 countries around the world have agreed to exchange tax related information. These governments have passed similar sets of laws to enable the Automatic Exchange of Information ("AEOI"). The full list of countries involved can be seen at: www.oecd.org/tax/transparency/AEOIcommitments.pdf
Additionally, the United States has over 100 similar agreements with many countries referred to as the 'Foreign Account Tax Compliance Act'.
The legislation can vary slightly from jurisdiction to jurisdiction, but at a high level, it requires Financial Institutions to:
l Follow up on any non responders at least annually for at least 3 years.
The "local" tax authority will pass information onto the tax authority in the relevant jurisdiction. As an example the tax authority in the US is the Inland Revenue Service ("IRS"), so HMRC will exchange information with IRS.
The legislation is quite complex and you may wish to speak to your tax adviser.
The web site of your local tax authority will contain more information e.g. HMRC for the UK; the IRS for the US; Jersey Income Tax Department for Jersey, etc.
Additionally, the web site of The Organisation for Economic Co-operation and Development (OECD) gives further information.
In the annual report that the Financial Institution sends to their local tax authority you will be shown as 'Undocumented'.
The local tax authority will collate the responses from all of its financial institutions and pass that information onto the relevant local tax authority for the jurisdictions identified.
Computershare Investors Services PLC is not able to comment on what action the tax authority for the jurisdiction will take.
The self-certification form allows for up to 4 tax residencies to be recorded.
Please refer to your local tax authority or tax adviser.
Please refer to your local tax authority or tax adviser.
Note that different countries call their tax identification numbers using alternative terminology. As an example in the UK it would be a National Insurance number.
Yes. The US legislation governing W8/W9 forms overlaps with US FATCA legislation.
Please refer to your local tax authority or tax adviser.
In addition, you may wish to consider: Where you are a citizen with a passport; your residential home address in a country and unrestricted right of entry back into that country once you depart.
When there are multiple holders on an account, then every joint holder must complete a Tax Residency Self-Certification Form and every joint holder will receive a letter in their own right. The letter will be sent to the registered address recorded for the holding.
Joint holders are treated as separate holders for these tax purposes. If any one of the joint holders is reportable, the value of the whole shareholding will be reported for all of the joint shareholder(s).
If we do not receive a validly completed self-certification for each joint shareholder, the whole shareholding will be treated as "undocumented" and all shareholders (including those who have completed the selfcertification form) will be reported to the relevant tax authorities.
No. You must advise Computershare Investors Services PLC separately. For more information, see www.investorcentre.co.uk.
Can I use the Self Certification Form to advise of the death of a holder, or registration of a power of Attorney?
No. You must advise Computershare Investors Services PLC separately. For more information, see www.investorcentre.co.uk.
| Share Holder Portal: | www.investorcentre.co.uk |
|---|---|
| Telephone: | +44 (0) 370 707 1346 |
Calls outside the United Kingdom will be charged at the applicable international rate. The help line is open between 9:00 am and 5.30 pm, Monday to Friday excluding public holidays in England and Wales.
By post to: Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE
Contact Computershare Investor Services PLC. For more information, see www.investorcentre.co.uk.
No. The details on the Self Certification form are for tax purposes only. If you want to alter any of the registered details relating to your investment then you need to inform Computershare Investor Services PLC. For more information, see www.investorcentre.co.uk.
Yes. Your account will be reportable in the current year, but will be cease to be reportable in subsequent years.
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