HARMONY ENERGY INCOME TRUST PLC

Prospectus • Oct 15, 2021

National Storage Mechanism | Additional information

RNS Number : 2693P

Harmony Energy Income Trust PLC

15 October 2021

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.

PLEASE SEE THE SECTION ENTITLED "IMPORTANT LEGAL INFORMATION" TOWARDS THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus to be published by Harmony Energy Income Trust plc (the "Prospectus") and not in reliance on this announcement. When published, a copy of the Prospectus will, subject to certain access restrictions, be available for inspection on the Company's website: www.heitp.co.uk and at the registered office of the Company. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.

15 October 2021

Harmony Energy Income Trust plc

("HEIT" or the "Company")

Publication of Prospectus 

Further to the Intention to Float announcement released at 7.00 a.m. on 11 October 2021, the Board of Directors of the Company are pleased to announce the publication of the Prospectus in connection with the initial public offering ("IPO") and proposed admission of ordinary shares to the Specialist Fund Segment of the Main Market of the London Stock Exchange ("Admission").

HEIT is targeting a raise of £230 million via a placing and an offer for subscription (together the "Issue") of ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") at an issue price of 100 pence per Ordinary Share.

Further details of the Issue and proposed placing programme ("Placing Programme") of up to 250 million Ordinary Shares and/or C shares of 10 pence each in the capital of the Company ("C Shares" and, together with the Ordinary Shares, "Shares") are set out in the Prospectus which, subject to certain access restrictions, will shortly be available on the Company's website (www.heitp.co.uk).

A copy of the Prospectus will also be submitted to the National Storage Mechanism and will shortly be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") is acting as Financial Adviser, Sole Global Coordinator and Bookrunner in relation to the IPO.

For Further Information

Berenberg Investment Banking Ben Wright Gillian Martin Sales James Hunt	+44 (0)20 3207 7800
Camarco (PR adviser to the Company) Ed Gascoigne-Pees Eddie Livingstone-Learmonth Frank Krikhaar	+44 (0)20 3757 4980

IMPORTANT LEGAL INFORMATION

This announcement is not an offer to sell or a solicitation of any offer to buy any securities in the Company in United States, Canada, Australia, the Republic of South Africa, Japan or in any other jurisdiction where such offer or sale would be unlawful.

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to limited exceptions, will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). 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") and, as such, holders of the Company's securities will not be entitled to the benefits of the Investment Company Act.  No offer, sale, resale, pledge, delivery, distribution or transfer of the Company's securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. No public offering of securities is being made in the United States.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

Neither this announcement nor any copy of it may be taken or transmitted into or distributed in Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe, for securities in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on Harmony Energy Income Trust plc or Joh. Berenberg, Gossler & Co. KG, London Branch. 

Moreover, the Company's securities will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the European Economic Area (other than any member state of the European Economic Area where the Company's securities may be lawfully marketed). Subject to certain exceptions, the Company's securities may not be offered or sold in Australia, Canada, the Republic of South Africa, Japan or any member state of the European Economic Area (other than any member state of the European Economic Area where the Company's securities may be lawfully marketed) or to, or for the account or benefit of, any national, resident or citizen of, Australia, Canada, the Republic of South Africa, Japan or any member state of the European Economic Area (other than to professional investors in certain European Economic Area member states for which marketing approval has been obtained). The Issue and any subsequent placing under the Placing Programme ("Subsequent Placings") and the distribution of this announcement, in certain jurisdictions may be restricted by law and accordingly persons into whose possession this announcement is received are required to inform themselves about and to observe such restrictions.

This communication is only addressed to, and directed at, persons in member states of the European Economic Area (each a "Relevant State") who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation. For the purposes of this paragraph, the expression "Prospectus Regulation" mean EU Regulation 2017/1129 and includes any relevant implementing measure in each Relevant State.

This communication is only addressed to, and directed at, persons in member states of the European Economic Area to the extent it is permitted to market the Company's shares into the relevant European Economic Area jurisdiction pursuant to the EU Directive on Alternative Investment Fund Managers (No. 2011/61/EU) (if and as implemented into local law); or can otherwise be lawfully offered or sold (including on the basis of an unsolicited request from a professional investor).

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts regarding the Company's investment strategy, financing strategies, investment performance, results of operations, financial condition, prospects and the dividend policies of the Company and the investments in which it will invest. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward- looking statements. These factors include, but are not limited to, changes in general market conditions, legislative or regulatory changes, changes in taxation regimes or development planning regimes, the Company's ability to invest its cash in suitable investments on a timely basis and the availability and cost of capital for future investments.

Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of an RIS announcement, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") is authorised by the German Federal Financial Supervisory Authority and in the United Kingdom is deemed authorised under the Temporary Permissions Regime and subject to limited regulation by the Financial Conduct Authority ("FCA") and is acting exclusively for the Company and for no one else in connection with the matters described in this announcement and will not be responsible to anyone (whether or not a recipient of this announcement) other than the Company for providing the protections afforded to clients of Berenberg or for affording advice in relation to the contents of this announcement or any matters referred to herein. This does not exclude any responsibility which Berenberg may have under the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder.

Apart from the liabilities and responsibilities (if any) which may be imposed on Berenberg by FSMA or the regulatory regime established thereunder, Berenberg makes no representations, express or implied, nor accepts any responsibility whatsoever for the contents of this announcement nor for any other statement made or purported to be made by Berenberg or on its behalf in connection with the Company, the Shares, the possible Issue or Placing Programme or Admission. Berenberg and its affiliates accordingly disclaim all and any liability (save for any statutory liability) whether arising in tort or contract or otherwise which it or they might otherwise have in respect of this announcement or any such statement.

Subject to their respective legal and regulatory obligations (including under the Prospectus Regulation Rules), the Company, the Investment Adviser (as defined in the Prospectus) and Berenberg expressly disclaim any obligations or undertaking to update or revise any forward-looking statements 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 the FSMA, the listing rules made by the FCA under section 73A of FSMA (the "Listing Rules") (to the extent that the Company has voluntarily undertaken to comply with them), the rules and regulations made by the FCA under Part VI of FSMA as amended from time to time (the "Prospectus Regulation Rules"), the disclosure guidance and transparency rules made by the FCA under Part VI of FSMA (the "Disclosure Guidance and Transparency Rules"), the UK version of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Prospectus (Amendment, etc) (EU Exit) Regulations 2019 (the "Prospectus Regulation") and the UK version of on market abuse which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended the Market Abuse Regulation (EU) No. 596/2014 ("MAR").

None of the Company, the Investment Adviser, Berenberg, or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the Investment Adviser and Berenberg, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Information to Distributors

Solely for the purposes of the product governance requirements contained within PROD 3 of the FCA's Product Intervention and Product Governance Sourcebook (the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in COBS 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook, respectively; and (ii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Initial Issue and/or Subsequent Placings. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Berenberg 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 the FCA's Conduct of Business Sourcebook; 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 Shares.

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

PRIIPS Regulation (as defined below)

ln accordance with the UK version of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products and its implementing and delegated acts which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Packaged Retail and Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019 (the "PRIIPs Regulation"), the Company has prepared a key information document (the "KID") in respect of the Ordinary Shares. The KID will be made available by the Company to investors at www.heitp.co.uk. If any C Shares are offered pursuant to the Placing Programme, a key information document in respect of such C Shares will be prepared by the Company and will be available to investors at www.heitp.co.uk. If you are distributing Ordinary Shares or any C Shares, it is your responsibility to ensure that the relevant key information document is provided to any clients that are "retail clients" pursuant to the PRIIPS Regulation.

The Company is the only manufacturer of the Shares for the purposes of the PRIIPs Regulation and none of the Company's alternative investment fund manager (the "AIFM"), the Investment Adviser or Berenberg are a manufacturer for these purposes. None of the AIFM, the Investment Adviser or Berenberg make any representation, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by the Company or nor accepts any responsibility to update the contents of any KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such KID to future distributors of Shares. Each of the AIFM, the Investment Adviser and Berenberg and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the KID or any other key information documents prepared by the Company from time to time (including in respect of C Shares). Prospective investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID or any key information document prepared in respect of C Shares may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed.

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