Prospectus • Apr 26, 2024
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 as to what action you should take you are recommended to seek your own financial advice immediately from an independent financial adviser who specialises in advising on shares or other securities and who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") or, if you are not resident in the UK, from another appropriately authorised independent financial adviser in your own jurisdiction.
This Securities Note, the Registration Document and the Summary together comprise a prospectus (the "Prospectus") relating to Ashoka India Equity Investment Trust plc (the "Company") prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") made pursuant to section 73A of FSMA.
This Securities Note has been approved by the FCA as the competent authority under the UK Prospectus Regulation. The FCA only approves this Securities Note as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of 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 the Ordinary Shares.
This Securities Note has been drawn up as part of a simplified prospectus in accordance with Article 14 of the UK Prospectus Regulation.
Applications will be made to the Financial Conduct Authority and the London Stock Exchange for all of the Ordinary Shares of the Company to be issued pursuant to the Share Issuance Programme and the Performance Fee 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 any Admissions pursuant to Issues of Ordinary Shares will become effective and that dealings for normal settlement in such Ordinary Shares, as the case may be, will commence between 24 April 2024 and 23 April 2025. All dealings in Ordinary Shares will be at the sole risk of the parties concerned. The Ordinary Shares will not be dealt in on any other recognised investment exchange and no other such applications have been made or are currently expected.
(Incorporated in England and Wales with company no. 11356069 and registered as an investment company under section 833 of the Companies Act 2006)
Share Issuance Programme of up to 150 million Ordinary Shares in aggregate and Admission to the premium segment of the official list of the Financial Conduct Authority and to trading on the premium segment of the main market of the London Stock Exchange
Performance Fee Issue Admission
Investment Manager
Investment Adviser
White Oak Capital Partners Pte. Ltd.
Sponsor, Broker and Placing Agent
Peel Hunt LLP
The Company and each of the Directors, whose names appear on page 14 of this Securities Note, accept responsibility for the information contained in this Securities Note and the Summary. To the best of the knowledge of the Company and the Directors, the information contained in this Securities Note and the Summary is in accordance with the facts and the Securities Note and Summary make no omission likely to affect their import.
Prospective investors should read this Securities Note, together with the Registration Document and the Summary and, in particular, the section headed "Risk Factors" of this Securities Note and the section headed "Risk Factors" in the Registration Document.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this Securities Note) as its client and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Share Issuance Programme, any Admission, the contents of the Prospectus, the Performance Fee Issue, Performance Fee Issue Admission 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, neither Peel Hunt nor any person affiliated with Peel Hunt makes any representation or warranty, express or implied, in relation to, nor accepts any responsibility whatsoever for, the contents of the Prospectus, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it or on its behalf or on behalf of the Company or any other person in connection with the Company, the Ordinary Shares, the Share Issuance Programme, any Admission, the Performance Fee Issue or Performance Fee Issue Admission and nothing contained in the Prospectus is or shall be relied upon as a promise or representation in this respect. Peel Hunt (together with its affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of the Prospectus or any other statement.
The Ordinary Shares have not been and will not be registered under the United States 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 may not be offered or sold within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the US Securities Act ("Regulation S")), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. The Ordinary Shares are being offered or sold outside the United States to persons who are not US Persons in reliance on Regulation S. In addition, the Company has not been and will not be registered under the United States Investment Company Act of 1940, (as amended) (the "US Investment Company Act"), and the recipient of this document will not be entitled to the benefits of that Act. This document must not be distributed into the United States or to US Persons. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of these securities or determined if this document is truthful or complete. Any representation to the contrary is a US criminal offence.
The Ordinary Shares are not being offered or sold to persons resident in India and will not be registered and/or approved by the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of India (the "RBI") or any other governmental / regulatory authority in India and shall not be offered or sold within India or to, or for the account or benefit of, persons resident in India (as defined under Foreign Exchange Management Act, 1999 ("FEMA"), its rules, regulations and notifications). As per the SEBI (Foreign Portfolio Investors) Regulations, 2019 and the Master Circular for FPIs, Designated Depository Participants and Eligible Foreign Investors dated December 19, 2022 issued thereunder, the aggregate contribution of persons resident in India, Non-Resident Indians ("NRIs") and Overseas Citizens of India ("OCIs") taken together, shall be below 50 per cent. of the total contribution in the corpus of the Foreign Portfolio Investor ("FPI") and investment by a single NRI or OCI or person resident in India shall be less than 25 per cent. of the corpus of the FPI. Where a person resident in India invests in the FPI in accordance with the liberalised remittance scheme approved by the RBI, the Indian exposure of the FPI is required to be less than 50 per cent., so in effect, no person resident in India is permitted to invest in the Company. Neither the RBI nor any other regulatory authority in India has approved or disapproved of these securities or determined if this document is truthful or complete nor do they intend to do so. Any investor who is a person resident in India or NRI or OCI will be entirely responsible for determining its eligibility to invest in the Ordinary Shares.
The Prospectus does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company, the Investment Manager, the Investment Adviser or Peel Hunt. The Ordinary Shares have not been, and will not be, registered under the securities laws, or with any securities regulatory authority of any province or territory of any Restricted Jurisdiction. Subject to certain exceptions, the Ordinary Shares may not, directly or indirectly, be offered, sold, taken up or delivered in, into or from any Restricted Jurisdiction or to or for the account or benefit of any national, resident or citizen or any person resident in any Restricted Jurisdiction. The distribution of the Prospectus in other jurisdictions may be restricted by law and therefore persons into whose possession the Prospectus comes should inform themselves of and observe any restrictions. Neither of the Company nor Peel Hunt, or any of their representatives, is making any representations regarding the legality of an investment in the Ordinary Shares. Each investor should consult with his or her own advisers as to the legal, tax, business, financial and related aspects of a purchase of Ordinary Shares.
Copies of this Securities Note, the Registration Document, and the Summary (along with any Future Securities Note and/or Future Summary, any supplementary prospectus and any supplement to the Registration Document issued by the Company) will be available on the Company's website and the National Storage Mechanism of the FCA at https://data.fca.org.uk/a/nsm/nationalstoragemechanism.
24 April 2024
| RISK FACTORS | 5 | |
|---|---|---|
| IMPORTANT INFORMATION | 8 | |
| DIRECTORS, MANAGEMENT AND ADVISERS | 14 | |
| EXPECTED TIMETABLE | 16 | |
| SHARE ISSUANCE PROGRAMME STATISTICS AND DEALING CODES | 17 | |
| PART 1 | THE SHARE ISSUANCE PROGRAMME | 18 |
| PART 2 | REDEMPTION OF ORDINARY SHARES | 22 |
| PART 3 | TERMS AND CONDITIONS OF APPLICATION UNDER ANY PLACING | 31 |
| PART 4 | UK TAXATION | 42 |
| PART 5 | ADDITIONAL INFORMATION | 46 |
| PART 6 | ADMISSION OF PERFORMANCE FEE SHARES | 60 |
| PART 7 | DEFINITIONS | 62 |
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 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. Investors should review this Securities Note, as well as the information contained in the Registration Document, carefully and in its entirety and consult with their professional advisers before making an application to invest in the Ordinary Shares.
As required by the UK Prospectus Regulation, the risk that the Directors consider to be the most material risk in each category, taking into account the negative impact on the Company and the probability of its occurrence, has been set out first. Given the forwardlooking nature of the risks, there can be no guarantee that any such risk is, in fact, the most material or the most likely to occur. Investors should, therefore, review and consider each risk.
The value of an investment in the Company, and the income 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, like shares in all investment companies, may fluctuate independently of their underlying net asset value and may trade at a discount or premium at different times, depending on factors such as supply and demand for the Ordinary 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 may therefore vary considerably from its NAV.
The price at which the Ordinary 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. Consequently, the share price may be subject to greater fluctuation on small volumes of trading of Ordinary Shares and the Ordinary Shares may be difficult to sell at a particular price. The market price of the Ordinary Shares and may not reflect their underlying Net Asset Value.
While the Directors retain the right to effect redemptions and repurchases of Ordinary Shares in accordance with the Articles, 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 in the market. There can be no guarantee that a liquid market in the Ordinary Shares will be maintained or that the Ordinary 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.
Shareholders should be aware that the operation of the Company's annual redemption facility may lead to a more concentrated and less liquid portfolio which may adversely affect the Company's performance and value. Further, redemptions may also adversely affect the secondary market liquidity of the Ordinary Shares.
Investors should note that the realisation value of the Redemption Pool will only be known once the investments therein have been realised. Accordingly, where Shareholders submit valid elections for the redemption of their Ordinary Shares they will only receive the amount actually realised on the investments in the Redemption Pool irrespective of what the NAV of their Ordinary Shares may have been at the relevant Redemption Point. The value of such investments will be subject to movements in the value of those assets in the period between the Redemption Point and such time as the investments are realised and, consequently, Shareholders submitting valid redemption requests may receive redemption proceeds which are substantially less than the NAV of their Ordinary Shares as at the Redemption Point.
Shareholders should note that the Dealing Value per Ordinary Share may not always equal the published unaudited NAV per Ordinary Share.
Shareholders holding Ordinary Shares in uncertificated form making valid elections to redeem their Ordinary Shares will be required to transfer their Ordinary Shares being redeemed to escrow in CREST. It will not, therefore, be possible to trade those Ordinary Shares which will be held in escrow pending completion of the relevant redemption and the subsequent cancellation of those Ordinary Shares. Shareholders holding Ordinary Shares in certificated form making valid elections to redeem their Ordinary Shares will be required to deliver their share certificates to the Company's receiving agent with the relevant Redemption Request. It will not, therefore, be possible to transfer those Ordinary Shares pending completion of the relevant redemption and the subsequent cancellation of such Ordinary Shares.
Investors should note that the operation of the annual redemption facility is entirely at the discretion of the Board, and no expectation or reliance should be placed on such discretion being exercised on any one or more occasions or as to the proportion of Ordinary Shares that may be redeemed.
Although the Ordinary Shares are freely transferable, there are certain circumstances in which the Board may, under the Articles and subject to certain conditions, compulsorily require the transfer of the Ordinary Shares. These circumstances include where 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; (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 be registered or qualified under the US Investment Company Act and/or the US Investment Advisers Act of 1940 and/or the US Securities Act and/or the US Exchange Act and/or any similar legislation (in any jurisdiction) that regulates the offering and sale of securities; (iii) may cause the Company not to be considered a "Foreign Private Issuer" under the US Exchange Act; (iv) may cause the Company to be a "controlled foreign corporation" for the purpose of the US Tax Code; (v) may cause the Company to become subject to any withholding tax or reporting obligation under FATCA or any similar legislation in any territory or jurisdiction, 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 obligation); or (vi) creates a significant legal or regulatory issue for the Company under the US Bank Holding Company Act of 1956 (as amended) or the Securities and Exchange Board of India Act 1992 (as may be amended or re-enacted from time to time) or regulations or interpretations thereunder.
The Company may issue new equity in the future pursuant to the Share Issuance Programme or otherwise. While the Act contains statutory pre-emption rights for Shareholders in relation to issues of shares in consideration for cash, the Company is seeking authority at the General Meeting to issue up to 150 million new Ordinary Shares on a non-pre-emptive basis pursuant to the Share Issuance Programme. The Company also has a general authority, taken at the annual general meeting of the Company held in December 2023, to issue up to an additional 23,702,989 new Ordinary Shares on a non-pre-emptive basis. As at the Latest Practicable Date, the Company has issued 17,202,498 Ordinary Shares under that authority and therefore has authority remaining to issue up to 6,500,491 Ordinary Shares under that authority. Furthermore, as set out in Part 6 of this Securities Note, the Company currently has authority to issue up to an additional 23,702,989 new Ordinary Shares on a non-pre-emptive basis in connection with the Performance Fee Issue. 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.
Sales of Ordinary Shares or interests in the Ordinary Shares by significant investors could depress the market price of the Ordinary Shares. A substantial amount of Ordinary Shares being sold, or the perception that sales of this type could occur, could also depress the market price of the Ordinary Shares. Both scenarios, occurring either individually or collectively, may make it more difficult for Shareholders to sell Ordinary Shares at a time and price that they deem appropriate.
This Securities Note should be read in its entirety, along with the Summary and the Registration Document and any Future Securities Note, Future Summary, any supplement to the Registration Document and any supplementary prospectus issued by the Company prior to Admission of the relevant Ordinary Shares, before making any application for Ordinary Shares. Prospective investors should rely only on the information contained in this Securities Note (together with the Summary and the Registration Document and any Future Securities Note, Future Summary, supplement to the Registration Document and any supplementary prospectus issued by the Company prior to Admission of the relevant Ordinary Shares).
No person has been authorised to issue any advertisement, give any information or make any representations other than as contained in the Prospectus and, if given or made, such advertisement, information or representations must not be relied on as having been authorised by the Company, the Investment Manager, the Investment Adviser, the Administrator, the Custodian, Peel Hunt or any of their respective affiliates, officers, directors, members, employees or agents. Without prejudice to the Company's obligations under the UK Prospectus Regulation, the Prospectus Regulation Rules, the Listing Rules, the UK Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, neither the delivery of the Prospectus nor any subscription for or purchase of Ordinary Shares made pursuant to the Share Issuance Programme shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of the Prospectus, or that the information contained herein is correct as at any time subsequent to the date of the Prospectus.
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, neither Peel Hunt nor any person affiliated with Peel Hunt makes any representation or warranty, express or implied, in relation to, nor accepts any responsibility whatsoever for, the contents of the Prospectus, including its accuracy, completeness or verification, nor for any other statement made or purported to be made by it or on its behalf or on behalf of the Company or any other person in connection with the Company, the Ordinary Shares, the Share Issuance Programme, any Admission, the Performance Fee Issue or Performance Fee Issue Admission and nothing contained in the Prospectus is or shall be relied upon as a promise or representation in this regard. Peel Hunt (together with its affiliates) accordingly, to the fullest extent permitted by law, disclaims all and any liability whether arising in tort, contract or which it might otherwise have in respect of the Prospectus or any other statement.
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 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 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 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.
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 2 of Part 5 of this Securities Note.
Statements made in this Securities Note are based on the law and practice in force in England and Wales as at the date of this Securities Note and are subject to changes therein.
The information that a prospective investor in the Company provides in documents in relation to a subscription for Ordinary 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 to whom it may delegate certain administrative functions in relation to the Company) in compliance with (a) the EU General Data Protection Regulation 2016/679 ("EU GDPR") and/or the EU GDPR as it forms part of the domestic law of the United Kingdom by virtue of the EUWA ("UK GDPR") and the UK Data Protection Act 2018 (as amended from time to time) ("Data Protection Legislation"); and (b) the Company's privacy notice, a copy of which is available for review on the Company's website http://www.ashokaindiaequity.com (and if applicable any other third party delegate's privacy notice) ("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) and in accordance with the Company's Privacy Notice for the purposes set out therein including:
For the purposes set out above, it may be necessary for the Company (or any third party, functionary, or agent appointed by the Company, which may include, without limitation, the Registrar) to:
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 use reasonable endeavours to ensure that such transfer is in accordance with applicable Data Protection Legislation.
When the Company, or its permitted third parties, transfers personal information outside the United Kingdom (or the EEA, to the extent that the EU GDPR applies in respect of the personal data being transferred), it will ensure that the transfer is subject to appropriate safeguards in accordance with applicable Data Protection Legislation.
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.
The contents of the Prospectus are not to be construed as advice relating to legal, financial, taxation, accounting, regulatory, investment decisions or any other matter. Prospective investors must inform themselves as to:
• the legal requirements within their own countries for the purchase, holding, transfer, redemption or other disposal of the Ordinary Shares;
Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, taxation, accounting, regulatory, investment or any other related matters concerning the Company and an investment therein.
The distribution of this document in jurisdictions other than the United Kingdom, the Channel Islands and the Isle of Man may be restricted by law and persons into whose possession this document comes should inform themselves about and observe any such restrictions. The Ordinary Shares may not be offered, sold, pledged or otherwise transferred to: (i) any US Person or a person acting for the account of a US Person; or (ii) a Benefit Plan Investor.
This document does not constitute, and may not be used for the purposes of, an offer or an invitation to subscribe for any Ordinary Shares by any person in any jurisdiction: (i) in which such offer or invitation 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 invitation.
The Ordinary Shares are being offered and issued outside the United States in reliance on Regulation S. The Ordinary Shares have not been nor will they be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States. In addition, the Company has not registered and will not register under the US Investment Company Act. The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the issue of the Ordinary Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States and the re-offer or resale of any of the Ordinary Shares in the United States may constitute a violation of US law.
Each subscriber for Ordinary Shares will be required to certify that, among other things, it is not a US Person (within the meaning of Regulation S) and it is not acquiring the Ordinary Shares for the account or benefit of a US Person.
In relation to each Relevant Member State, no Ordinary 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 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 EU Prospectus Regulation, except that offers of Ordinary Shares to the public may be made at any time under the following exemptions under the EU Prospectus Regulation:
provided that no such offer of Ordinary Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3(1) of the EU Prospectus Regulation in a Relevant Member State and each person to whom any offer is made under any 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 EU Prospectus Regulation.
For the purposes of this provision, the expression an "offer to the public" in relation to any offer of Ordinary 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 to be offered so as to enable an investor to decide to purchase or subscribe for the Ordinary Shares.
Any prospective investor domiciled in the EEA that has received the Prospectus in any Relevant Member State should not subscribe for Ordinary Shares (and the Company reserves the right to reject any application so made, without explanation) unless (i) the Investment Manager has confirmed that it has made the relevant notifications and/or applications in that Relevant Member State and is lawfully able to market the Ordinary Shares into that Relevant Member State; or (ii) such investor has received the Prospectus on the basis of an enquiry made at the investor's own initiative and it is a person to whom the Ordinary Shares may lawfully be offered under the AIFMD or under the applicable implementing legislation (if any) of that Relevant Member State.
Notwithstanding that the Investment Manager may have confirmed that it is able to market Ordinary Shares to professional investors in a Relevant Member State, the Ordinary Shares may not be marketed to retail investors (as this term is understood in the AIFMD as transposed in the Relevant Member States) in that Relevant Member State unless the Ordinary Shares have been qualified for marketing to retail investors in that Relevant Member State in accordance with applicable local laws. At the date of this Securities Note, the Ordinary Shares are not eligible to be marketed to retail investors in any Relevant Member State. Accordingly, the Ordinary Shares may not be offered, sold or delivered and neither the Prospectus nor any other offering materials relating to such Ordinary Shares may be distributed or made available to retail investors in those countries.
Ordinary Shares in the Company may only be offered or sold in or from within the Bailiwick of Guernsey, and the Prospectus may only be distributed or circulated directly or indirectly in or from within the Bailiwick of Guernsey, either:
Ordinary Shares in the Company are not available to be offered or sold under the Prospectus in or from within the Bailiwick of Guernsey other than in accordance with paragraphs (a) and (b) above and the Prospectus must not be relied upon by any person unless made or received in accordance with such paragraphs.
Subject to certain exemptions (if applicable), the Company shall not raise money in Jersey by the issue anywhere of Ordinary Shares, and this Prospectus relating to the Ordinary Shares shall not be circulated in Jersey, without first obtaining consent from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958, as amended. No such consents have been obtained by the Company. 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. 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.
The Share Issuance Programme is available, and is and may be made, in or from within the Isle of Man and this document is being provided in or from within the Isle of Man only:
The Share Issuance Programme referred to in the Prospectus is not available in or from within the Isle of Man other than in accordance with paragraphs (i) and (ii) above and must not be relied upon by any person unless made or received in accordance with such paragraphs.
The distribution of the Prospectus in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions.
The Company conducts its affairs so that its Ordinary 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 Ordinary Shares are excluded from the FCA's restrictions which apply to non-mainstream pooled investment products because they are shares in an investment trust.
The Company conducts its affairs so that its Ordinary Shares can be recommended by financial advisers to retail investors in accordance with the rules on the distribution of financial instruments under UK MiFID II. The Directors consider that the requirements of Article 57 of the UK MiFID II Delegated Regulation are met in relation to the Ordinary Shares and that, accordingly, the Ordinary Shares should be considered "non-complex" for the purposes of UK MiFID II.
Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (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 have been subject to a product approval process, which has determined that such securities 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 UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Share Issuance Programme or the Performance Fee Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt will only procure investors pursuant to the Share Issuance Programme who meet the criteria of professional clients and eligible counterparties and will not procure any investors in connection with the Performance Fee Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.
In accordance with the UK PRIIPs Regulation, a key information document prepared in relation to the Ordinary Shares is available on the Company's website: www.ashokaindiaequity.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 for the purposes of the UK PRIIPs Regulation and neither Peel Hunt nor any of its affiliates is a manufacturer for these purposes. Neither Peel Hunt nor any of its affiliates makes any representation, 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 responsibility to update the contents of the key information document in accordance with the UK PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such key information document to future distributors of Ordinary Shares. Each of Peel Hunt and its affiliates accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the key information document prepared by the Investment Manager.
This Securities Note contains forward-looking statements including, without limitation, statements containing the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variation or similar expressions. Such forwardlooking statements involve unknown risk, 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 future results, financial condition, 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, the Company expressly disclaims any obligation to update or revise any forward-looking statement contained herein to reflect changes in expectations with regard thereto or any change in events, conditions, or circumstances on which any statement is based, unless required to do so by law or any appropriate regulatory authority, including FSMA, the Listing Rules, the UK Prospectus Regulation, the Prospectus Regulation Rules, the UK Market Abuse Regulation and the Disclosure Guidance and Transparency Rules.
Past performance is not necessarily indicative of future results, and there can be no assurance that the Company or its portfolio will achieve comparable results to those presented in the Registration Document, that the Company or the Investment Manager will be able to implement their investment strategies or achieve the Company's investment objective or dividend targets or that the returns generated by any investments by the Company will equal or exceed any past returns presented herein.
Nothing in the preceding paragraphs qualifies or should be deemed to qualify the working capital statement in paragraph 4 of Part 5 of this Securities Note.
The contents of the websites www.ashokaindiaequity.com and www.whiteoakindia.com do not form part of the Prospectus (save for any information that has explicitly been incorporated by reference into the Prospectus).
| Directors | Andrew Watkins (Chairman) Jamie Skinner Dr Jerome Booth Rita Dhut |
|---|---|
| all independent, non-executive and of the registered office below | |
| Registered Office | 6th Floor 125 London Wall London EC2Y 5AS United Kingdom Telephone: +44 (0)20 3327 9720 |
| Sponsor, Broker and Placing Agent |
Peel Hunt LLP 100 Liverpool Street London EC2M 2AT United Kingdom |
| Investment Manager and AIFM | Acorn Asset Management Ltd 4th Floor, 19 Bank Street Cybercity, Ebene 72201 Republic of Mauritius |
| Investment Adviser | White Oak Capital Partners Pte. Ltd. 3 Church Street #22-04 Samsung Hub Singapore 049483 |
| Company Secretary and Administrator |
Apex Listed Companies Services (UK) Limited 6th Floor 125 London Wall London EC2Y 5AS United Kingdom |
| Legal Adviser to the Company | Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH United Kingdom |
| Legal Adviser to Sponsor, Broker and Placing Agent |
Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU United Kingdom |
| Reporting Accountant | BDO LLP 55 Baker Street London W1U 7EU |
| Auditors | Ernst & Young LLP Atria One 144 Morrison Street Edinburgh EH3 8EX United Kingdom |
| Custodian | Kotak Mahindra Bank Limited 3rd floor, 27 BKC C-27 G-Block Bandra Kurla Complex Bandra East Mumbai 400051 India |
Registrar Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6AH United Kingdom
Receiving Agent Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6AH United Kingdom
| Issues under the Share Issuance Programme | between 24 April 2024 and 23 April 2025 |
|---|---|
| Publication of Share Issuance Programme Price in respect of each Issue |
as soon as practicable in conjunction with an Issue |
| Announcement of the results of each Issue | as soon as practicable following the closing of an Issue |
| Admission and crediting of CREST accounts in respect of each Issue |
as soon as practicable following the allotment of Ordinary Shares pursuant to an Issue |
| Definitive share certificates in respect of the Ordinary Shares issued pursuant to each Issue despatched by post |
approximately one week following the Admission of any Ordinary Shares pursuant to an Issue |
Issue of Ordinary Shares pursuant to the Performance Fee Issue
within 20 Business Days of publication of the audited NAV as at 30 June 2024
Performance Fee Issue Admission as soon as practicable following the allotment of Ordinary Shares pursuant to the Performance Fee Issue
Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service.
All references to times in this Securities Note are to London times.
Maximum size of the Share Issuance Programme 150 million Ordinary Shares in
aggregate
Share Issuance Programme Price not less than the prevailing NAV (cum-income) per Ordinary Share at the time of issue plus a premium intended to cover the costs and expenses of such issue
| Dealing Codes | |
|---|---|
| Ordinary Share ISIN | GB00BF50VS41 |
| Ordinary Share SEDOL | BF50VS4 |
| Ordinary Share Ticker | AIE |
Legal Entity Identifier 213800KX5ZS1NGAR2J89
17
The Directors are seeking authority at the General Meeting to issue up to 150 million Ordinary Shares pursuant to the Share Issuance Programme without having to first offer those Ordinary Shares to existing Shareholders.
Since the Company's last annual general meeting held on 8 December 2023 to the Latest Practicable Date, the Ordinary Shares have traded at an average premium to NAV of 2.1 per cent., which is partly a result of the ongoing demand for the Ordinary Shares from investors. In order to satisfy this demand, the Company has issued 17,202,498 Ordinary Shares in the period from 8 December 2023 to close of business on the Latest Practicable Date. The Board's current intention is to continue to issue Ordinary Shares to meet demand in order to manage the premium at which the Ordinary Shares trade. The Company has nearly exhausted its ability to issue new Ordinary Shares without the publication of a prospectus. Accordingly, this Prospectus is being produced to ensure that the Company can continue to issue new Ordinary Shares pursuant to the Share Issuance Programme to meet market demand so that the Board can continue to manage any premium to NAV at which the Ordinary Shares may trade. Post publication of this Prospectus, the Company intends to apply for a block listing to facilitate the on-going issuance of Ordinary Shares to meet market demand and manage the premium at which the Ordinary Shares may trade to the Company's Net Asset Value per Ordinary Share.
The Share Issuance Programme which is being implemented by this Prospectus will also enable the Company to raise further funds for investment in accordance with the Company's investment objective and investment policy. The Board, as advised by the Investment Manager, believes that there continue to be attractive opportunities for the Company to deliver long-term capital returns for Shareholders through exposure to securities listed on stock exchanges in India and listed securities of companies with a Significant Presence in India.
Following publication of this Prospectus, and prior to the passing of the Resolutions, the Company may continue to issue new Ordinary Shares using its remaining share issuance authority taken at the 2023 annual general meeting. However, the maximum number of Ordinary Shares that may (subject to the passing of the Resolutions) be issued pursuant to the Share Issuance Programme being implemented by this Prospectus is 150 million Ordinary Shares.
The net proceeds of the Share Issuance Programme will be used to make investments in accordance with the Company's investment objective and policy. The net proceeds of any Issues under the Share Issuance Programme are dependent on the number of Ordinary Shares issued and the relevant Share Issuance Programme Price(s).
The Share Issuance Programme may be implemented by a series of Placings, including meeting market demand by way of tap issuance, and by way of open offers, offers for subscription and/or Retail Offers, the terms of which will be published at the time of such open offers, offers for subscription or Retail Offers pursuant to the Share Issuance Programme. Applications pursuant to any Placing-Only Issue will be on the terms and conditions set out in Part 3 of this Securities Note.
The number of Ordinary Shares available under the Share Issuance Programme is intended to be flexible and should not be taken as an indication of the number of Ordinary Shares to be issued. Any issues of such Ordinary 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.
The Share Issuance Programme may have a number of closing dates in order to provide the Company with the ability to issue Ordinary Shares over the duration of the Share Issuance Programme. Ordinary Shares may be issued pursuant to Issues under the Share Issuance Programme during the period from 24 April 2024 to 23 April 2025 (or any earlier date on which it is fully subscribed).
The Company's Ordinary Shares are admitted to the premium segment of the Official List of the Financial Conduct Authority and are traded on the London Stock Exchange's main market. Applications will be made to the Financial Conduct Authority for all of the Ordinary Shares to be issued pursuant to the Share Issuance Programme to be admitted to the premium segment of the Official List and to the London Stock Exchange for such Ordinary Shares to be admitted to trading on the premium segment of the London Stock Exchange's main market. The issue of Ordinary 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 Admission of any Ordinary Shares issued pursuant to the Share Issuance Programme, the Company will publish a supplementary prospectus (or a Future Summary and/or Future Securities Note and/or supplement to the Registration Document). Any supplementary prospectus (or Future Summary, Future Securities Note and/ or supplement to the Registration Document) published will give details of the significant change(s) or the significant new matter(s).
Each allotment and issue of Ordinary Shares pursuant to an Issue under the Share Issuance Programme is conditional, inter alia, on:
In circumstances where these conditions are not fully met, the relevant Issue of Ordinary Shares pursuant to the Share Issuance Programme will not take place.
The Share Issuance Programme Price will be determined by the Company and will be not less than the prevailing Net Asset Value (cum-income), in pounds sterling, per Ordinary Share at the time of issue plus a premium intended to cover the costs and expenses of such issue.
The Directors will determine the Share Issuance Programme Price on the basis described above with the intention of covering the costs and expenses of each issue of Ordinary Shares under the Share Issuance Programme (including, without limitation, any placing commissions) and to thereby avoid any dilution of the Net Asset Value of the existing Ordinary Shares. In determining the Share Issuance Programme Price, the Directors will also take into consideration, inter alia, the prevailing market conditions at that time.
The Share Issuance Programme Price will be announced through a Regulatory Information Service as soon as is practicable in conjunction with each Issue.
Shareholders who choose not to, or who are unable to, participate in any Issue under the Share Issuance Programme for an amount at least pro rata to their existing holding will have their percentage holding diluted following the relevant Admission.
If 150 million Ordinary Shares are issued pursuant to the Share Issuance Programme, being the maximum number of Ordinary Shares to be made available (subject to the passing of the Resolutions) pursuant to the Share Issuance Programme, on the basis that there are 139,957,445 Ordinary Shares in issue at the date of this Securities Note, there would be a dilution of approximately 51.7 per cent. in Shareholders' voting control of the Company as at the date of this Securities Note (assuming that such Shareholders do not participate in any Issues under the Share Issuance Programme). However, it is not anticipated that there will be any dilution in the NAV per Ordinary Share as a result of any Issue under the Share Issuance Programme.
The number of Ordinary Shares available under the Share Issuance Programme is intended to provide flexibility and should not be taken as an indication of the number of Ordinary Shares that will be issued.
Peel Hunt is entitled to terminate the Share Issuance Agreement at any time prior to any Admission in certain circumstances. If this right is exercised, 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 days at the applicant's risk.
The Share Issuance Agreement provides for Peel Hunt to be paid commission by the Company of up to 1.25 per cent. of the value of the Ordinary Shares to be allotted pursuant to any Issue under the Share Issuance Programme. 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 own resources at any time to rebate to some or all investors, or to other parties, part or all of its fees relating to an Issue. Peel Hunt is also entitled under the Share Issuance Agreement to retain agents and may pay commission in respect of an 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 the Registration Document accompanying this Securities Note.
In the event of oversubscription of an Issue, applications under the relevant Issue will be scaled back at the Company's discretion (in consultation with Peel Hunt and the Investment Manager). 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.
The costs of establishing the Share Issuance Programme (including legal, printing, sponsor and accountant's fees) are not expected to exceed approximately £350,000 (including VAT).
The costs and expenses of each Issue under the Share Issuance Programme will depend on subscriptions received but are not expected to exceed 2 per cent. of the gross proceeds of the relevant Issue. It is intended that the costs and expenses of any Issue of Ordinary Shares (including any commissions and expenses payable to Peel Hunt) under the Share Issuance Programme will be covered by issuing such Ordinary Shares at a premium to the prevailing Net Asset Value (cum-income) per Ordinary Share at the time of issue.
Pursuant to anti-money laundering laws and regulations with which the Company must comply in the UK, the Company and its agents (and their agents) or the Investment Manager may require evidence in connection with any application for Ordinary Shares, including further identification of the applicant(s), before any Ordinary Shares are issued.
Any Ordinary Shares issued pursuant to 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).
Ordinary Shares will be issued in registered form and may be held in either certificated or uncertificated form. In the case of Ordinary Shares to be issued in uncertificated form pursuant to the Share Issuance Programme, these will be transferred to successful applicants through the CREST system. Dealings in the new Ordinary Shares in advance of the crediting of the relevant stock account shall be at the risk of the person concerned.
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 underlying Net Asset Value per Ordinary Share.
The ISIN of the Ordinary Shares is GB00BF50VS41 and the SEDOL code is BF50VS4.
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. Settlement of transactions in the Ordinary Shares following the relevant Admission may take place within the CREST system if any Shareholder so wishes.
As at the date of this Securities Note, there are no interests that are material to the Share Issuance Programme and no conflicting interests.
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 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.
The rights and restrictions attaching to the Ordinary Shares are set out in the Articles and are summarised at paragraph 2 of Part 5 of this Securities Note. The provisions of the Articles relating to the redemption of Ordinary Shares are detailed below. The Directors have absolute discretion to operate the annual redemption facility on any given Redemption Point and to accept or decline in whole or part any Redemption Request.
The Directors shall be entitled at their absolute discretion to determine the procedures for the redemption of the Ordinary Shares (subject to the facilities and requirements of CREST and the Act). Without prejudice to the Directors' discretion, it is intended that the procedure described below shall apply.
Redemptions may take place on any Redemption Point. Upon redemption all Ordinary Shares so redeemed shall be cancelled.
Shareholders may request the redemption of all or any of their Ordinary Shares on any Redemption Point.
The right of Shareholders to request the redemption of all or any of their Ordinary Shares on any Redemption Point may be exercised by the Shareholder delivering to the Receiving Agent (or to such other person as the Directors may designate for this purpose) a duly completed Redemption Request.
A Redemption Request shall be deemed to include a representation and warranty to the Directors that the Ordinary Shares which are the subject of the Redemption Request are free from and clear of all liens, charges and other encumbrances whatsoever.
Shareholders holding Ordinary Shares in certificated form shall also be required to deliver with the Redemption Request the certificate(s) in respect of the Ordinary Shares which are the subject of the Redemption Request and such other evidence or information as the Directors may request and the due execution by him of the Redemption Request or, if the Redemption Request is executed by some other person on his behalf, the authority of that other person to do so. Redemption Request forms for Shareholders who have lost or damaged their share certificates will be available upon request from the Registrar.
Shareholders holding Ordinary Shares in uncertificated form (that is, in CREST) must send a properly authenticated Transfer to Escrow ("TTE") instruction to effect the transfer of the number of Ordinary Shares which the Shareholder wishes to redeem from his CREST account to the Receiving Agent's specified CREST account, together with such other evidence or information as the Directors may request. The TTE must be effected no later than 1.00 p.m. on the day falling 20 Business Days before the relevant Redemption Point. Such transfers of Ordinary Shares shall be at the risk and the expense of the relevant Shareholder. Following the TTE and pending redemption of all or part of the Ordinary Shares, Shareholders shall not be entitled to dispose of, encumber, charge or deal in any way whatsoever with the Ordinary Shares which have been so transferred except in the circumstances described below. In order for a TTE instruction to be valid, it will need to comply with the requirements set out in paragraph 6 of this Part 2.
Redemption Requests for Ordinary Shares held in certificated or uncertificated form shall not be valid (unless the Company otherwise agrees) unless they are received by the Receiving Agent not later than 20 Business Days before the relevant Redemption Point.
Other than during any period of suspension of trading of the Ordinary Shares or during any period when the calculation of the Net Asset Value is suspended, a Redemption Request once given may not be withdrawn otherwise than with the prior consent of the Company (which the Directors shall be entitled in their absolute discretion to withhold), but shall only be deemed to have effect in relation to the next Redemption Point following its valid delivery and receipt and not in relation to any subsequent Redemption Point.
During any period of suspension of trading of the Ordinary Shares or during any period when the calculation of the Net Asset Value is suspended an applicant may, by notice in writing, withdraw his Redemption Request. If the request is not withdrawn it shall have effect, subject to the Directors' discretion, on the Redemption Point immediately following the date on which trading of the Ordinary Shares or calculation of the Net Asset Value, as appropriate, ceases to be suspended.
The Directors reserve the right to treat as valid Redemption Requests which are not entirely in order and which are not accompanied (in the case of Ordinary Shares held in certificated form) by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof and shall be entitled (in their sole discretion) to accept late Redemption Requests.
Investors should note that the Directors have absolute discretion to operate the annual redemption facility on any given Redemption Point and to accept or decline in whole or part any Redemption Request. Examples of circumstances where this may be the case include: large redemption requests (including requests such that the Directors may instead propose an alternative future for the Company rather than allowing it to continue at a size that is uneconomic to run); a suspension of trading or volatility in the markets in which the Company's assets are invested; corporate actions, including those to which the Takeover Code applies; or where obligations to comply with regulatory requirements so necessitate. Accordingly, whilst the Board does not generally expect to exercise this discretion, existing and prospective Shareholders should place no reliance on the Directors exercising their discretion to permit a Redemption Request in any particular case. The Directors' determination as to whether to permit or decline a Redemption Request (in whole or in part), together with their reasoning for their decision, will be documented. In the event that the Directors decline Redemption Requests for a particular Redemption Point, the Directors may propose an additional Redemption Point at their absolute discretion.
The Ordinary Shares may only be redeemed or purchased by the Company out of distributable reserves or the proceeds of a fresh issue of shares made for that purpose. It is important to note that in order to maintain its status as an investment trust in accordance with Chapter 4 of Part 24 of the Corporation Tax Act 2010, the Company must retain not more than 15 per cent. of the income it receives in an accounting period and is required to pay dividends in order to be able to meet this condition. Accordingly, to the extent that income is required to be distributed by way of dividend in this way, it will not be available to fund redemptions or repurchases of the Ordinary Shares.
The Directors may elect, at their absolute discretion, to calculate the Redemption Price applying on any Redemption Point on either of the following bases:
The Redemption Price shall be equal to the Dealing Value per Ordinary Share calculated as at the appropriate Valuation Point on the appropriate Redemption Point in accordance with the procedure set out in paragraph 7 of this Part 2, or
The Directors may elect to calculate the Redemption Price by reference to the amount generated upon the realisation of a Redemption Pool created for the purpose of funding the redemption. In these circumstances the Redemption Price shall be calculated in the manner specified in paragraph 8 of this Part 2.
The Directors intend to use the Redemption Pool method of calculating the Redemption Price whenever they consider it is in the best interests of the continuing Shareholders to do so.
The Company publishes both a cum-income and an ex-income estimated (unaudited) NAV per Ordinary Share on each Business Day. Ordinary Shareholders should note that the Dealing Value per Ordinary Share calculated in accordance with the Articles may not always equal the estimated capital NAV per Ordinary Share, which does not take into account current financial year net income, or the estimated cum-income NAV per Ordinary Share. Under the Articles, the Dealing Value per Ordinary Share will not exceed the cum-income estimated (unaudited) NAV per Ordinary Share (with debt valued at par) as at the Valuation Point relevant to any given Redemption Point.
Ordinary Shareholders should note that the final realised value of the pro rata share of the portfolio in the Redemption Pool will not equal the published, unaudited NAV per Ordinary Share at the relevant Redemption Point. This is largely because the realised value will be subject to movements in the markets on which the underlying assets of the Company are traded over the period in which the assets are realised. This period is envisaged to be up to three months although it may be longer if the Board considers it to be in the best interests of redeeming Shareholders for the realisation period to be extended. The Board may make interim payments of the realisation proceeds during this period. In addition, expenses of realisation of the underlying assets will be charged against the Redemption Pool. Accordingly, Ordinary Shareholders should note that the final realised value per Ordinary Share for which a valid Redemption Request has been made may be materially different to the published unaudited NAV per Ordinary Share at the relevant Redemption Point.
If the Redemption Price is calculated by reference to the Dealing Value, within 10 Business Days after the relevant Redemption Point the Company shall notify relevant Shareholders of the number of Ordinary Shares redeemed in respect of such holdings and the price at which such shares have been redeemed, and shall dispatch redemption monies to those Shareholders whose Ordinary Shares have been redeemed.
If the Redemption Price is determined by reference to a Redemption Pool, within 10 Business Days after the relevant Redemption Point the Company shall notify relevant Shareholders of the number of Ordinary Shares redeemed in respect of such holdings. As soon as practicable after the realisation of the assets comprised in the Redemption Pool, the Company shall notify the relevant Shareholders of the Redemption Price per Ordinary Share and shall dispatch the net redemption monies to those Shareholders whose Ordinary Shares have been redeemed. The Company may make interim payments in respect of the Redemption Price in the event that there is a delay in realising all the assets comprising the Redemption Pool.
The Company shall not be liable for any loss or damage suffered or incurred by any Shareholder or other person as a result of or arising out of late settlement, howsoever such loss or damage may arise.
Payment of the Redemption Price in respect of any Ordinary Shares in certificated form will be made by cheque made payable to the relevant Shareholder, or in the case of joint holders, to all joint holders, to the address (being an address outside a Restricted Jurisdiction) of the Shareholder as entered in the register of members in respect of such Ordinary Shares. Due payment of the cheques or warrants shall be in satisfaction of the Redemption Price represented thereby. Every such cheque or warrant which is sent through the post shall be sent by first class post (at the risk of the relevant Shareholders).
The Company shall procure that in relation to any Ordinary Shares held in certificated form which have not been redeemed, a balance certificate in respect of such number of unredeemed Ordinary Shares shall be sent (at the risk of the Shareholder) to the Shareholder, or in the case of joint holders, to all joint holders, to the address (being an address outside a Restricted Jurisdiction) as entered in the register of members within 10 Business Days after the relevant Redemption Point.
Each payment in respect of Ordinary Shares held in uncertificated form will take place through CREST by means of a CREST payment in favour of the relevant Shareholder's payment bank in respect of the redemption monies due, in accordance with the CREST payment arrangements.
If the Directors exercise their discretion not to redeem all or any of the Ordinary Shares which are the subject of a Redemption Request, the Company shall procure that in relation to Ordinary Shares held in uncertificated form which have not been redeemed the Receiving Agent will, as soon as reasonably practicable after the relevant Redemption Point, transfer by means of a TFE Instruction such Ordinary Shares to the original available balance from which those Ordinary Shares came.
All documents, instructions and remittances sent by, to or from a Shareholder or their appointed agents will be sent at their own risk.
The Company may, prior to a Redemption Point, in its sole discretion, invite investors to purchase Ordinary Shares which are the subject of Redemption Requests.
In addition, the Company may, subject to the Act and to the Listing Rules, purchase Ordinary Shares which are the subject of Redemption Requests on-market via an intermediary pursuant to an existing Shareholder authority.
The price at which such transfers or purchases will be made will not be less than the Redemption Price which the Shareholder requesting redemption would have received if the Redemption Price had been determined by reference to the Dealing Value per Ordinary Share applicable on the relevant Redemption Point.
In circumstances where there are investors willing to acquire Ordinary Shares, all or some of the Ordinary Shares which are the subject of Redemption Requests will not be redeemed by the Company but instead shall be transferred to the incoming investor(s), as appropriate, with effect from the relevant Redemption Point.
Shareholders submitting Redemption Requests are deemed to have agreed that the Company, as their agent, may sell to an incoming investor or, as appropriate, that the Company may purchase pursuant to an existing Shareholder authority all or any of their Ordinary Shares that are the subject of the Redemption Request at a Redemption Point. By submitting a Redemption Request, a redeeming Shareholder shall be deemed to authorise the Company and/or its agents to sell the Ordinary Shares that are the subject of the Redemption Request to an incoming investor or, as appropriate, to purchase such Ordinary Shares, as the Directors may determine.
If there is sufficient demand from incoming investors to acquire all of the Ordinary Shares that are the subject of Redemption Requests as at a Redemption Point, the Company may sell all of the Ordinary Shares to incoming investors.
If there is demand from incoming investors to acquire some of the Ordinary Shares that are the subject of Redemption Requests as at a Redemption Point, the Company may select holdings of Ordinary Shares that are the subject of Redemption Requests from Shareholders as at the Valuation Point to satisfy incoming investor demand. Such holdings of Ordinary Shares may also be purchased by the Company. Selection of such holdings of Ordinary Shares may be pro rata to redeeming Shareholders holdings or such other equitable means as the Directors determine in their discretion such as first come/first served basis or by random ballot. Shareholders who are selected may have some or all of their Ordinary Shares that are the subject of the Redemption Requests sold to incoming investors and/or purchased by the Company. The remainder of the Ordinary Shares that are the subject of the Redemption Requests may be redeemed by the Company pursuant to the redemption facility.
Following the relevant Redemption Point, Shareholders will be notified in writing whether their Ordinary Shares have been redeemed by the Company under the redemption facility at the Redemption Price or sold to incoming investors under the matched bargain facility or purchased by the Company. If any Ordinary Shares have been sold to incoming investors or purchased by the Company, the Shareholder shall transfer the relevant Ordinary Shares to the incoming investor in accordance with the provisions of the Articles or, as applicable, will complete the on-market purchase by the Company via an intermediary.
Shareholders should note that certain Shareholders may experience a different tax treatment depending on whether they have their Ordinary Shares redeemed by the Company, repurchased by the Company or purchased by incoming investors under the matched bargain facility. Shareholders who are in any doubt as to their tax position should refer to Part 6 of this Securities Note and seek professional advice from their own independent financial adviser authorised under the Financial Services and Markets Act 2000 or, for Shareholders who are not resident in the UK, from another appropriately authorised independent financial adviser in their own jurisdiction.
Details of the particulars referred to in 6.1.6, 6.1.7 and 6.1.8 above can be obtained by viewing CREST prior to submission of the TTE instruction.
CREST members and (where applicable) CREST sponsors should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timing and limitations will therefore apply in relation to the input of a TTE instruction and its settlement in connection with the exercise of the rights attaching to the Ordinary Shares held in CREST. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that his CREST sponsor takes) such action as shall be necessary to ensure that a TTE instruction is effected and settled by 1.00 p.m. on the day falling 20 Business Days before the relevant Redemption Point. In this connection, CREST members and (where applicable) their CREST sponsors, are referred in particular to those sections of the CREST Manual concerning the practical limitation of the CREST system and timings.
sponsor, the CREST member or CREST sponsored member is unable to validly request the redemption of his Ordinary Shares by means of the procedures described above. In normal circumstances, this discretion 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 systems operated by the Receiving Agent in connection with CREST.
The Dealing Value of the Company and the Dealing Value per Ordinary Share shall be expressed in Sterling and shall be determined in accordance with the valuation principles and procedures from time to time adopted by the Board and notified to Shareholders and, in the absence of such adoption as aforesaid, the following valuation principles and procedures shall apply.
7.1 The Dealing Value of the Company shall be calculated as at the Valuation Point applicable to each Redemption Point and such other time and/or day as the Directors may determine. The Dealing Value will be calculated as the value of all the assets of the Company (excluding any assets attributable to any C Shares prior to their conversion, if any are in issue) less its liabilities (excluding any liabilities of the Company attributable to any C Shares prior to their conversion, if any are in issue).
The value of the assets of the Company shall be calculated on the following bases:
7.1.10 for the purposes of ascertaining or obtaining any price, quotation, rate or other value referred to in the preceding paragraphs for use in determining the value of any asset, the Investment Manager shall be entitled to use the services of any reputable information or pricing service but only to the extent designated by the Directors.
In respect of calculating the Dealing Value of the Company by reference to which Redemption Requests may be satisfied there will be deducted all liabilities of the Company and such provisions and allowances for contingencies and accrued costs and expenses payable by the Company, including a provision for the costs that would be incurred in disposing of the Company's investments. In addition, the Shareholder whose Ordinary Shares are acquired by an incoming investor will bear any applicable dealing and/or market impact costs.
Where the current price of an investment held by the Company is quoted 'ex' any dividend (including stock dividend), interest or other rights to which the Company is entitled but such dividend, interest or the property to which such rights relate has not been received and is not taken into account under any other provisions of the Articles, the amount of such dividend, interest, property or cash shall be taken into account, unless it is unlikely to be paid or received in full, in which case the value thereof shall be arrived at after making such discount as the Directors may consider appropriate to reflect the true value thereof.
7.3.5 it is not reasonably practicable to determine the Dealing Value of the Company on an accurate and timely basis.
For the avoidance of doubt, the Redemption Pool would bear any additional administrative and custodian costs incurred by the Company in relation to its operation, including the cost of production and publication of daily estimated NAVs and associated services.
Any determination of the Redemption Price per Ordinary Share by reference to the Redemption Pool or the Dealing Value of the Company or Dealing Value per Ordinary Share made in accordance with the valuation guidelines from time to time adopted by the Board shall be binding on all parties. Neither the Directors, the Investment Manager nor the Investment Adviser shall be responsible to any Shareholder or any other person in respect of all or any acts done in carrying out their duties in relation thereto in the absence of fraud, negligence or wilful default.
the placee on such placee's behalf and retain from the proceeds, for Peel Hunt's own account and profit, an amount equal to the aggregate amount owed by the placee plus any interest due. The placee will, however, remain liable for any shortfall below the aggregate amount owed by such placee and it may be required to bear any tax or other charges (together with any interest or penalties) which may arise upon the sale of such Ordinary Shares on such placee's behalf.
By agreeing to subscribe for Ordinary Shares, each placee which enters into a commitment to subscribe for Ordinary Shares will (for itself and any person(s) procured by it to subscribe for Ordinary Shares and any nominee(s) for any such person(s)) be deemed to represent, warrant and acknowledge to each of the Company, the Investment Manager, the Investment Adviser, the Registrar and Peel Hunt that:
on its behalf nor any of its affiliates are responsible for or shall have any liability for any information, representation or statement contained in the Prospectus (or any supplementary prospectus issued by the Company) or any information published by or on behalf of the Company and will not be liable for any decision by a placee to participate in any Placing based on any information, representation or statement contained in the Prospectus or any supplementary prospectus issued by the Company or otherwise;
provisions of this paragraph shall survive any resale of the Ordinary Shares by or on behalf of any such account;
prevention of the use of the financial system for the purpose of money laundering and terrorist financing; or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;
Contract Note or Placing Confirmation and in accordance with the Articles in force as at the date of the relevant Admission. Except with the consent of Peel Hunt such oral commitment will not be capable of variation or revocation after the time at which it is made;
If any of the representations, warranties, acknowledgements or agreements 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 for any reason. The Company also reserves the right to sell fewer than all of the Ordinary Shares offered by the Prospectus or to sell to any purchaser less than all of the Ordinary Shares a purchaser has offered to purchase.
Each placee:
6.1 Each placee acknowledges that it has been informed that, pursuant to the EU General Data Protection Regulation 2016/679 ("EU GDPR") and/or the EU GDPR as it forms part of the domestic law of the United Kingdom by virtue of the EUWA ("UK GDPR") and the UK Data Protection Act 2018 (as amended from time to time) (together, the "DP Legislation") the Company and/or the Registrar may hold personal data (as defined in the DP Legislation) relating to past and present Shareholders. Personal data may be retained on record for a period exceeding six years after it is no longer used (subject to any limitations on retention periods set out in applicable law). The Registrar will process such personal data at all times in compliance with DP Legislation and shall only process for the purposes set out in the Company's privacy notice, which is available for review on the Company's website http:// www.ashokaindiaequity.com (the "Privacy Notice"), including for the purposes set out below (collectively, the "Purposes"), being to:
"ASHOKA INDIA EQUITY INVESTMENT TRUST PLC (THE "COMPANY") HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED. IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, OR
7.3 If any of the representations, warranties, acknowledgments or agreements made by the placee are no longer accurate or have not been complied with, the placee will immediately notify the Company and Peel Hunt.
If Peel Hunt, the Registrar or the Company or any of their agents request any information about a placee's agreement to subscribe for Ordinary Shares under any Placing, such placee must promptly disclose it to them.
The following comments do not constitute tax advice and are intended only as a general guide to current UK law and HMRC's published practice as at the date of this Securities Note (both of which are subject to change at any time, possibly with retrospective effect). They relate only to certain limited aspects of the UK tax treatment of Shareholders.
Except insofar as express reference is made to the treatment of non-UK residents, these comments relate only to Shareholders who for UK tax purposes are solely resident in and, in the case of individuals, domiciled in the UK and to whom "split year" treatment does not apply.
The comments apply only to Shareholders who are the absolute beneficial owners of their Ordinary Shares and the dividends payable on them.
The comments apply only to Shareholders who hold their Ordinary Shares as investments and may not apply to certain categories of Shareholder such as, but not limited to, dealers in securities, insurance companies and collective investment schemes, Shareholders who are exempt from taxation (or who hold their Ordinary Shares through a SIPP or an ISA) or have an interest in 25 per cent. or more of the shares in, returns from, or voting rights in respect of, the Company and Shareholders who have (or are deemed to have) acquired their Ordinary Shares by virtue of any office or employment and persons who provide investment management services to the Company. Such persons may be subject to special rules.
The Company has been approved by HMRC as an investment trust. It is the intention of the Directors to continue to conduct the affairs of the Company so that it satisfies the conditions necessary for this approval to be maintained. However, neither the Investment Manager nor the Directors can guarantee that this approval will be maintained. In respect of each accounting period for which the Company is and continues to be approved by HMRC as an investment trust the Company will be exempt from UK corporation tax on its chargeable gains. The Company will however (subject to what follows) be liable to UK corporation tax on its income in the normal way.
In principle, the Company will be liable to UK corporation tax on its dividend income. However, there are broad-ranging exemptions from this charge which the Company expects to be applicable in respect of dividends it receives. The Company has no present intention to elect to take advantage of the "streaming" regime for "qualifying interest income".
The tax legislation of a Shareholder's or potential investor's home country and of the UK may have an impact on the income received from the Ordinary Shares.
The Directors intend to manage the Company's affairs to achieve Shareholder returns through capital growth rather than income. Therefore, it should not be expected that the Company will pay a significant annual dividend, if any.
The Company is not required to withhold UK tax when paying a dividend on the Ordinary Shares.
UK resident individual Shareholders who receive dividends from the Company will generally pay UK income tax on those dividends. For the 2024/25 year the tax rates applicable to dividends received over the annual dividend allowance (which is £500 for the 2024/25 tax year) are:
• 8.75 per cent. on dividend income within the basic rate band;
Shareholders within the charge to UK corporation tax which are "small companies" (for the purposes of UK taxation of dividends) will not generally be subject to UK corporation tax on dividends paid by the Company on the Ordinary Shares.
Other Shareholders within the charge to UK corporation tax will not be subject to corporation tax on dividends paid by the Company on the Ordinary Shares so long as the dividends fall within an exempt class as defined in UK tax legislation (Part 9A Corporation Tax Act 2009) and certain conditions are met. Although it is likely that dividends paid by the Company on the Ordinary Shares would qualify for exemption from corporation tax, it should be noted that the exemption is not comprehensive and is subject to anti-avoidance rules. Shareholders should therefore consult their own professional advisers where necessary.
A disposal of Ordinary Shares by a Shareholder who is resident in the UK for tax purposes may, depending on the Shareholder's circumstances, and subject to any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of UK taxation of chargeable gains.
UK resident individuals are, for each tax year, entitled to an exemption from capital gains tax for a specified amount of gains realised in that tax year. The current annual exempt amount (for the tax year 2024/25) is £3,000.
Shareholders that are not resident in the UK for tax purposes (and not only temporarily nonresident) will not generally be subject to UK taxation of chargeable gains on a disposal of their Ordinary Shares, provided that their Ordinary Shares are not and have not been acquired, held or used in or for the purposes of any trade, profession or vocation carried on by the Shareholder in the UK through a branch, agency or permanent establishment. It should however be noted that, in certain circumstances, an individual Shareholder who is only temporarily non-UK resident may, on re-establishing UK tax residence, be subject to capital gains tax in respect of disposals which occurred in the period of temporary non-residence.
A redemption or buyback of Ordinary Shares by the Company which is not effected through the "matched bargain" mechanism or through an intermediary will generally be treated for tax purposes as giving rise to both:
The distribution element will generally be taxed as if it were a dividend (please refer to the discussion above for further detail as to the tax treatment of dividends).
For UK resident individual Shareholders, this means that the distribution element will be subject to income tax. However, to the extent that the redemption or buyback proceeds are subject to income tax in this way, they will not be taken into account in the capital gains tax calculation.
For UK resident corporate Shareholders, the distribution element should generally be exempt from corporation tax on income (provided that, as discussed above, the distribution falls into an exempt class and any other relevant conditions are met). In the case of a redemption of Ordinary Shares (but not a buyback), this exempt distribution element would not generally fall to be taken into account in computing any chargeable gains subject to corporation tax. In the case of a buyback of Ordinary Shares, however, the exempt distribution element would generally fall to be taken into account in the calculation of any chargeable gains subject to corporation tax.
Shareholders should note that the statement above in relation to redemptions and buybacks of Ordinary Shares is general in nature and that there are a number of detailed rules which, depending on the circumstances, may affect the tax treatment of redemptions or buybacks for particular Shareholders. The statements above may not apply to redemptions or buybacks effected through the "matched bargain" mechanism, which may instead fall to be treated as a normal sale to a third party in the market. Shareholders should therefore seek independent professional advice as to the tax consequences of any proposed redemption or buyback of Ordinary Shares.
The annual ISA investment allowance for the tax year 2024/25 is £20,000. Ordinary Shares acquired pursuant to a Placing would not be eligible to be included directly in an ISA. Ordinary Shares acquired in the secondary market, pursuant to an offer for subscription or pursuant to a Retail Offer (which is accepted by HMRC as being open to the public at large) should be eligible for inclusion in an ISA.
Any Shareholder wishing to hold Ordinary Shares through an ISA should contact their ISA Manager.
The following comments in relation to UK stamp duty and SDRT apply to Shareholders wherever they are resident or domiciled. They are intended only as a general guide and (except to the extent stated) do not relate to persons such as market makers, brokers, dealers, intermediaries or persons connected with depositary arrangements or clearance services, to whom special rules may apply.
The issue of Ordinary Shares pursuant to the Share Issuance Programme will not give rise to stamp duty or SDRT.
Stamp duty at the rate of 0.5 per cent. (rounded up to the nearest £5) of the amount or value of the consideration given will generally be payable in respect of an instrument transferring Ordinary Shares. An exemption from stamp duty is available for instruments transferring shares where the amount or value of the consideration is £1,000 or less and it is certified on the instrument that the transaction effected by it does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £1,000.
A charge to SDRT will also arise in respect of an unconditional agreement to transfer Ordinary Shares (at the rate of 0.5 per cent. of the amount or value of the consideration for the shares). However, if an instrument of transfer is executed in pursuance of the agreement and duly stamped within six years of the date on which the agreement became unconditional, the SDRT charge will generally be cancelled and any SDRT which has already been paid can generally be reclaimed.
A market value charge to UK stamp duty applies to transfers of listed securities by a person (or its nominee) to a connected company (or its nominee), subject to the availability of relief. A market value charge to SDRT applies to unconditional agreements to transfer listed securities in the same circumstances unless the SDRT charge is cancelled, as outlined above. Ordinary Shares will be listed securities for these purposes if they are admitted to trading on the main market of the London Stock Exchange.
Paperless transfers of Ordinary Shares within CREST are generally subject 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 system. Deposits of Ordinary Shares into CREST will generally not be subject to SDRT or stamp duty, unless the transfer into CREST is itself for consideration in money or money's worth, in which case a liability to SDRT will arise, usually at the rate of 0.5 per cent. of the amount or value of the consideration.
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 US in relation to FATCA. 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. 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.
The Articles contain provisions, inter alia, to the following effect. The Articles also contain provisions relating to the redemption of the Ordinary Shares. A summary of these provisions is set out in Part 2 of this Securities Note.
The Articles do not provide for any objects of the Company and accordingly the Company's objects are unrestricted.
Subject to the provisions of the Act as amended and every other statute for the time being in force concerning companies and affecting the Company (the "Statutes"), if at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class may be varied either with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class (but not otherwise) and may be so varied either whilst the Company is a going concern or during or in contemplation of a winding-up. At every such separate general meeting the necessary quorum shall be at least two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question (but at any adjourned meeting any holder of shares of the class present in person or by proxy shall be a quorum), any holder of shares of the class present in person or by proxy may demand a poll and every such holder shall on a poll have one vote for every share of the class held by him. Where the rights of some only of the shares of any class are to be varied, the foregoing provisions apply as if each group of shares of the class differently treated formed a separate class whose rights are to be varied.
The Company may by ordinary resolution:
Subject to the provisions of the Act and without prejudice to any rights attaching to any existing shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine (or if the Company has not so determined, as the Directors may determine).
Subject to the provisions of the Act, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the shareholders but no dividends shall exceed the amount recommended by the Directors. Subject to the provisions of the Act, the Directors may pay interim dividends, or dividends payable at a fixed rate, if it appears to them that they are justified by the profits of the Company available for distribution. If the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.
Subject to the rights of persons (if any) entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. If any share is issued on terms that it ranks for dividend as from a particular date, it shall rank for dividend accordingly. In any other case, dividends shall be apportioned and paid proportionately to the amount paid up on the shares during any portion(s) of the period in respect of which the dividend is paid.
Subject to any rights or restrictions attached to any shares, on a show of hands every shareholder present in person has one vote, every proxy present who has been duly appointed by a shareholder entitled to vote has one vote and every corporate representative present who has been duly authorised by a corporation has the same voting rights as the corporation would be entitled to. On a poll every shareholder (whether present in person or by proxy or by corporate representative) has one vote for every share of which he is the holder. A shareholder entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses the same way. In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusion of the vote of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register.
No shareholder shall have any right to vote at any general meeting or at any separate meeting of the holders of any class of shares, either in person or by proxy, in respect of any share held by him unless all amounts presently payable by him in respect of that share have been paid.
Where a shareholder vote is required to be taken in accordance with the Listing Rules, that vote must be decided by a resolution of the holders of the shares that have been admitted to the premium listing. Where the provisions of the Listing Rules require that any resolution must, in addition, be approved by the independent shareholders (as defined in the Listing Rules), only independent shareholders who hold shares that have a premium listing shall be entitled to vote on the relevant resolution.
A share in certificated form may be transferred by an instrument of transfer, which may be in any usual form or in any other form approved by the Directors, executed by or on behalf of the transferor and, where the share is not fully paid, by or on behalf of the transferee. A share in uncertificated form may be transferred by means of the relevant electronic system concerned.
In their absolute discretion, the Directors may refuse to register the transfer of a share in certificated form which is not fully paid provided that if the share is listed on the Official List such refusal does not prevent dealings in the shares from taking place on an open and proper basis. The Directors may also refuse to register a transfer of a share in certificated form unless the instrument of transfer:
The Directors may refuse to register a transfer of a share in uncertificated form in any case where the Company is entitled to refuse to register the transfer under the CREST Regulations provided that such refusal does not prevent dealings in the shares from taking place on an open and proper basis.
If the Directors refuse to register a transfer of a share, they shall within two months after the date on which the transfer was lodged with the Company or, in the case of an uncertificated share, the date on which the appropriate instruction was received by or on behalf of the Company in accordance with the CREST Regulations send to the transferee notice of refusal.
No fee shall be charged for the registration of any instrument of transfer or other document or instruction relating to or affecting the title to any share.
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; (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 be registered or qualified under the US Investment Company Act and/or the US Investment Advisers Act of 1940 and/or the US Securities Act and/or the US Exchange Act and/or any similar legislation (in any jurisdiction) that regulates the offering and sale of securities; (iii) may cause the Company not to be considered a "Foreign Private Issuer" under the US Exchange Act; (iv) may cause the Company to be a "controlled foreign corporation" for the purpose of the US Tax Code; (v) may cause the Company to become subject to any withholding tax or reporting obligation under FATCA or any similar legislation in any territory or jurisdiction (including any reporting obligation under the International Tax Compliance Regulations 2015), 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 obligation); or (vi) creates a significant legal or regulatory issue for the Company under the US Bank Holding Company Act of 1956 (as amended) or the Securities and Exchange Board of India Act 1992 (as may be amended or re-enacted from time to time) or regulations or interpretations thereunder, then the Directors may declare the Shareholder in question a "Non-Qualified Holder" and the Directors may require that any shares held by such Shareholder ("Prohibited Shares") shall (unless the Shareholder concerned satisfies the Directors that he is not a Non-Qualified Holder) be transferred to another person who is not a Non-Qualified Holder, failing which the Company may itself dispose of such Prohibited Shares at the best price reasonably obtainable and pay the net proceeds to the former holder as provided below. The Directors may at any time give notice in writing to the holder of a share requiring such holder to make a declaration as to whether or not the share is a Prohibited Share.
The Directors shall give written notice to the holder of any share which appears to them to be a Prohibited Share requiring such holder within 21 days (or such extended time as the Directors consider reasonable) to transfer (and/or procure the disposal of interests in) such share to another person so that it will cease to be a Prohibited Share. From the date of such notice until registration for such a transfer or a transfer arranged by the Directors as referred to below, the share will not confer any right on the holder to receive notice of or to attend and vote at a general meeting of the Company and of any class of shareholder and those rights will vest in the Chairman of any such meeting, who may exercise or refrain from exercising them entirely at the Chairman's discretion. If the notice is not complied with within 21 days to the satisfaction of the Directors, the Directors shall arrange for the Company to sell the share 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 such former holder of the relevant share certificate (if applicable).
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 US Person.
If the Company is wound up, with the sanction of a special resolution and any other sanction required by law and subject to the Act, the liquidator may divide among the shareholders in specie the whole or any part of the assets of the Company and for that purpose may value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders. With the like sanction, the liquidator may vest the whole or any part of the assets in trustees upon such trusts for the benefit of the shareholders as he may with the like sanction determine, but no shareholder shall be compelled to accept any shares or other securities upon which there is a liability.
If a shareholder, or any other person appearing to be interested in shares held by that shareholder, fails to provide the information requested in a notice given to him under section 793 of the Act by the Company in relation his interest in shares (the "default shares") within 28 days of the notice (or, where the default shares represent at least 0.25 per cent. of their class, 14 days of the notice), sanctions shall apply unless the Directors determine otherwise. The sanctions available are the suspension of the right to attend or vote (whether in person or by representative or proxy) at any general meeting or any separate meeting of the holders of any class or on any poll and, where the default shares represent at least 0.25 per cent. of their class (excluding treasury shares), the withholding of any dividend payable in respect of those shares and the restriction of the transfer of those shares (subject to certain exceptions).
Subject to various notice requirements, the Company may sell any of a shareholder's shares if, during a period of 12 years, at least three dividends (either interim or final) on such shares have become payable and no cheque for amounts payable in respect of such shares has been presented and no warrant or other method of payment has been effected and no communication has been received by the Company from the shareholder or person concerned.
Unless the Company determines otherwise by ordinary resolution, the number of Directors (other than alternate Directors) shall not be subject to any maximum but shall not be less than two.
Subject to the Articles, the Company may by ordinary resolution appoint a person who is willing to act as, and is permitted by law to do so, to be a Director either to fill a vacancy or as an additional Director. The Directors may appoint a person who is willing to act, and is permitted by law to do so, to be a Director, either to fill a vacancy or as an additional Director. A person appointed as a Director by the other Directors is required to retire at the Company's next annual general meeting and shall then be eligible for reappointment.
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.
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 Board on behalf of the Company may exercise all the powers of the Company to borrow money, to indemnify, to guarantee and to mortgage or charge its undertaking property and uncalled capital and (subject to the provisions of the Statutes regarding authority to allot debentures convertible into shares) 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.
No business shall be transacted at any meeting of the Directors unless a quorum is present and the quorum may be fixed by the Directors; unless so fixed at any other number the quorum shall be two. A Director shall not be counted in the quorum present in relation to a matter or resolution on which he is not entitled to vote but shall be counted in the quorum present in relation to all other matters or resolutions considered or voted on at the meeting. An alternate Director who is not himself a Director shall, if his appointor is not present, be counted in the quorum.
Questions arising at a meeting of the Directors shall be decided by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.
Subject to any other provision of the Articles, a Director shall not vote at a meeting of the Directors on any resolution concerning a matter in which he has, directly or indirectly, a material interest (other than an interest in shares, debentures or other securities of, or otherwise in or through, the Company) unless his interest arises only because the case falls within certain limited categories specified in the Articles.
Subject to the provisions of the Act and provided that the Director has disclosed to the other Directors the nature and extent of any material interest of his, a Director, notwithstanding his office, may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested and may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is interested.
Subject to the provisions of the Act, the Company may indemnify any person who is a Director, secretary or other officer (other than an auditor) of the Company, against (a) any liability whether in connection with any negligence, default, breach of duty or breach of trust by him in relation to the Company or any associated company or (b) any other liability incurred by or attaching to him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office; and purchase and maintain insurance for any person who is a Director, secretary, or other officer (other than an auditor) of the Company in relation to anything done or omitted to be done or alleged to have been done or omitted to be done as Director, secretary or officer.
In the case of the annual general meeting, twenty-one clear days' notice at the least shall be given to all the members and to the auditors. All other general meetings shall also be convened by not less than twenty-one clear days' notice to all those members and to the auditors unless the Company offers members an electronic voting facility and a special resolution reducing the period of notice to not less than fourteen clear days has been passed in which case a general meeting may be convened by not less than fourteen clear days' notice in writing.
No business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a shareholder or a proxy for a shareholder or a duly authorised representative of a corporation which is a shareholder (including for this purpose two persons who are proxies or corporate representatives of the same shareholder), shall be a quorum.
A shareholder is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the Company. A shareholder may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. Subject to the provisions of the Act, any corporation (other than the Company itself) which is a shareholder may, by resolution of its directors or other governing body, authorise such person(s) to act as its representative(s) at any meeting of the Company, or at any separate meeting of the holders of any class of shares.
Delivery of an appointment of proxy shall not preclude a shareholder from attending and voting at the meeting or at any adjournment of it.
Directors may attend and speak at general meetings and at any separate meeting of the holders of any class of shares, whether or not they are shareholders.
A poll on a resolution may be demanded at a general meeting either before a vote on a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared. A poll may be demanded by the Chairman or by: (a) not less than five members having the right to vote at the meeting; or (b) a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or (c) a member or members holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
The rights and restrictions attaching to the C Shares and the Deferred Shares arising on their conversion are summarised below.
(I) The following definitions apply for the purposes of this paragraph 2.19 only:
(iii) close of business on the day on which the Directors resolve that Force Majeure Circumstances have arisen or are imminent;
"Conversion" means conversion of a class of C Shares into Ordinary Shares and Deferred Shares in accordance with paragraph VIII below;
"Conversion Date" means the close of business on such Business Day as may be selected by the Directors falling not more than 20 Business Days after the Calculation Date;
"Conversion Ratio" is the ratio of the net asset value per C Share of the relevant class to the net asset value per Ordinary Share, which is calculated as:
$$\begin{array}{cccc}\text{Conversion Ratio} & = & \underline{\mathsf{A}} \\ \mathsf{A} &=& \underline{\mathsf{C}} - \underline{\mathsf{D}} \\ \mathsf{B} &=& \underline{\mathsf{F}} - \underline{\mathsf{C}} - \underline{\mathsf{C}} + \underline{\mathsf{D}} + \underline{\mathsf{J}} \\ & & \mathsf{H} \end{array}$$
Where:
D is the amount (to the extent not otherwise deducted from the assets attributable to the relevant class of C Shares) which, in the Directors' opinion, fairly reflects the amount of the liabilities of the Company attributable to the relevant class of C Shares on the Calculation Date (including the amounts of any declared but unpaid dividends in respect of such C Shares);
E is the number of C Shares of the relevant class in issue on the Calculation Date;
F is the aggregate of:
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 on the Calculation Date (including the amounts of any declared but unpaid dividends);
H is the number of Ordinary Shares in issue on the Calculation Date (excluding any Ordinary Shares held in treasury);
I is the aggregate of:
(a) the value of the investments of the Company attributable to all other class(es) of C Shares in issue other than the class of C Shares as referred to in C above (the "Other Class(es) of C Shares"), calculated by reference to the Directors' belief as to an appropriate current value for those investments on the Calculation Date in accordance with any valuation policy adopted by the Company from time to time; and
(b) the amount which, the Directors' opinion, fairly reflect, on the Calculation Date, the value of the current assets of the Company attributable to the Other Class(es) of C Shares (excluding the investments valued under (a) above but including cash and deposits with or balances at a bank and including any accrued income less accrued expenses and other items of a revenue nature), calculated in accordance with any valuation policy adopted by the Company from time to time; and
J is the amount (to the extent not otherwise deducted from the assets attributable to the Other Class(es) of C Shares) which, in the Directors' opinion, fairly reflects the amount of the liabilities of the Company attributable to the Other Class(es) of C Shares on the Calculation Date (including the amounts of any declared but unpaid dividends in respect of such C Shares),
provided that the Directors shall make such adjustments to the value or amount of A and B as the Auditors shall report 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 relating to the relevant class of C Shares and/or to the reasons for the issue of the relevant class of C Shares;
"Deferred Shares" means deferred shares of £0.01 each in the capital of the Company arising on Conversion;
"Existing Ordinary Shares" means the Ordinary Shares in issue immediately prior to Conversion;
"Force Majeure Circumstances" means (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 class 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; and
"Net Proceeds" means the net cash proceeds of the issue of the relevant class of C Shares (after deduction of those commissions and expenses relating thereto and payable by the Company).
References to the Auditors confirming any matter should be construed to mean confirmation of their opinion as to such matter whether qualified or not.
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 Ordinary Shares and C Shares, as described above, shall not be required in respect of:
the foregoing, the Company shall, without prejudice to any obligations pursuant to applicable laws, procure that separate cash accounts, broker settlement accounts and investment ledger accounts shall be created and maintained in the books of the Company for the assets attributable to each class of C Shares in issue;
(f) The Directors may make such adjustments to the terms and timing of Conversion as they in their discretion consider are fair and reasonable having regard to the interests of all Shareholders.
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 Ordinary Shares at a price not less than the highest price paid for any interests in the Ordinary Shares by the acquirer or its concert parties during the previous 12 months.
Under sections 974 to 991 of the 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 holders of outstanding 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 holders of outstanding shares. The consideration offered to the holders whose shares are compulsorily acquired under the 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 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 shares on the same terms as the takeover offer.
The offeror would be required to give any holder of outstanding shares notice of his right to be bought out within one month of that right arising. Such 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 outstanding shares notifying them of their sell-out rights. If a holder of shares exercises their rights, the offeror is bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.
In the Company's opinion, the working capital available to the Company is sufficient for the Company's present requirements, that is for at least 12 months from the date of this Securities Note.
The following table shows the capitalisation of the Company as at 31 March 2024. The figures have been extracted without material adjustment from the unaudited management accounts of the Company as at 31 March 2024:
| 31 March 2024 (unaudited) £000 |
|
|---|---|
| Total current debt (including current portion of non-current debt) | |
| Guaranteed | Nil |
| Secured | Nil |
| Unguaranteed/Unsecured | Nil |
| Total non-current debt (excluding current portion of long-term debt) | |
| Guaranteed | Nil |
| Secured | Nil |
| Unguaranteed/Unsecured | Nil |
| Shareholder equity1 | |
| Share capital | 1,384 |
| Legal reserves2 | 161,386 |
| Other reserves3 | 130,407 |
| Total | 293,177 |
1 Shareholder equity does not include the profit and loss reserve in accordance with Primary Market Technical Note 619.1: Guidelines on disclosure requirements under the Prospectus Regulation and Guidance on specialist issuers published by the FCA in May 2022.
2 Legal reserves comprise share premium.
3 Other reserves comprise the capital reserve and the special distributable reserve.
The following table shows the net indebtedness of the Company as at 31 March 2024. The figures have been extracted without material adjustment from the unaudited management accounts of the Company as at 31 March 2024:
| 31 March 2024 (unaudited) £000 |
||
|---|---|---|
| (A) | Cash | 7,472 |
| (B) | Cash equivalents | Nil |
| (C) | Other current financial assets | Nil |
| (D) | Liquidity (A+B+C) | 7,472 |
| (E) | Current financial debt (including debt instruments, but excluding current | |
| portion of non-current debt) | Nil | |
| (F) | Current portion of non-current financial debt | Nil |
| (G) | Current financial indebtedness (E+F) | Nil |
| (H) | Net current financial liquidity (G-D) | 7,472 |
| (I) | Non-current financial debt (excluding current portion and debt |
|
| instruments) | Nil | |
| (J) | Debt instruments | Nil |
| (K) | Non-current trade and other payables | Nil |
| (L) | Non-current financial indebtedness (I+J+K) | Nil |
| (M) | Total financial liquidity (H+L) | 7,472 |
Other current financial assets exclude investments made in line with the Company's investment policy.
As at 31 March 2024, the Company had no material indirect or contingent indebtedness.
Save for net capital raises of, in aggregate, £2,187,900 pursuant to the tap issuance between 31 March 2024 and the date of this document, there has been no material change in the Company's capitalisation and indebtedness position since 31 March 2024.
As set out in paragraph 6 of Part 3 of the Registration Document, the Investment Manager is entitled to receive a performance fee from the Company subject to meeting the relevant performance criteria.
The performance fee is measured over consecutive, discrete performance periods of three years (each a "Performance Period"), with the second Performance Period ending at the balance sheet date of the Company's annual financial results in 2024 (being 30 June 2024).
The performance fee is deemed to accrue daily and is reflected in the daily Net Asset Value published by the Company. As at 31 December 2023, the accrued performance fee liability was £3.738 million. This figure will fluctuate in line with the performance of the Company against the MSCI India IMI Index (in Sterling) up to the end of the second Performance Period on 30 June 2024.
The performance fee will be payable by the Company following the end of the second Performance Period. Save in certain limited circumstances (as described in paragraph 6 of Part 3 of the Registration Document), the performance fee will be payable to the Investment Manager, or as it may direct, in Ordinary Shares issued at the prevailing Net Asset Value per Ordinary Share on the date of issue ("Performance Fee Shares"), such issue of Performance Fee Shares to take place within 20 Business Days of publication of the Company's audited NAV as at 30 June 2024 (with publication expected to take place within four months of 30 June 2024) (the "Performance Fee Issue").
The Directors are currently authorised to issue up to 23,702,989 new Ordinary Shares on a non-pre-emptive basis in connection with the Performance Fee Issue. However, this figure should not be taken as an indication of the number of Ordinary Shares to be issued. The number of Ordinary Shares that are ultimately issued will depend on the aggregate performance fee that has accrued up to the end of the second Performance Period on 30 June 2024 and the Net Asset Value per Ordinary Share on the date of issue of the relevant shares.
Pursuant to the terms of the Investment Manager's Lock-in Deed, the Investment Manager has agreed that it will not sell, grant options over or otherwise dispose of any interest in at least 50 per cent. of any Ordinary Shares acquired by it in satisfaction of its entitlement (if any) to receive a performance fee (save in certain circumstances) prior to the third anniversary of the date of acquisition of the relevant Ordinary Shares.
The Company's Ordinary Shares are admitted to the premium segment of the Official List of the Financial Conduct Authority and are traded on the premium segment of the London Stock Exchange's main market. Applications will be made to the Financial Conduct Authority for all of the Ordinary Shares to be issued pursuant to the Performance Fee Issue to be admitted to the premium segment of the Official List and to the London Stock Exchange for such Ordinary Shares to be admitted to trading on the premium segment of the London Stock Exchange's main market. It is expected that Admission of the Ordinary Shares issued pursuant to the Performance Fee Issue will become effective and that dealings for normal settlement in such Ordinary Shares will commence as soon as practicable following the allotment of such Ordinary Shares, which is expected to take place within 20 Business Days of publication of the Company's audited NAV as at 30 June 2024.
Ordinary Shares issued pursuant to the Performance Fee Issue will be issued in registered form and may be held in either certificated or uncertificated form. The ISIN number of the Ordinary Shares is GB00BF50VS41 and the SEDOL code is BF50VS4.
New Ordinary Shares issued pursuant to the Performance Fee Issue will be issued fully paid and will rank pari passu with the Ordinary Shares already 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 issue of the relevant new Ordinary Shares).
| Act | the Companies Act 2006, as amended from time to time |
|---|---|
| Administrator | Apex Listed Companies Services (UK) Limited |
| Admission | admission of any Ordinary Shares to: (i) the premium segment of the Official List; and (ii) 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 | alternative investment fund manager |
| AIFMD | the EU's Alternative Investment Fund Managers directive (No. 2071/61/EU) and all legislation made pursuant thereto, including, where applicable, the applicable implementing legislation and regulations in each member state of the European Union |
| 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 as at the date of the relevant Issue, as applicable |
| Auditors | Ernst & Young LLP or such other auditor as the Company may appoint from time to time |
| Benefit Plan Investor | a "benefit plan investor" as defined in Section 3(42) of ERISA and any regulations promulgated by the US Department of Labor "employee plans" thereunder, being benefit as defined in Section 3(3) of ERISA that are subject to Title I of ERISA, "plans" that are subject to the prohibited transaction provisions of Section 4975 of the US Tax Code, and entities the assets of which are treated as "plan assets" under Section 3(42) of ERISA and any regulations promulgated thereunder |
| Business Day | a day (excluding Saturdays and Sundays or public holidays in England and Wales) on which banks generally are open for business in London for the transaction of normal business |
| C Shareholder | a holder of C Shares |
| C Shares | C shares of £0.10 each in the capital of the Company having the rights and restrictions set out in paragraph 2.19 of Part 5 of this Securities Note |
| Calculation Date | the time and date referred to in paragraph 2.19(I) of Part 5 of this Securities Note |
| certificated form | not in uncertificated form |
| Company | Ashoka India Equity Investment Trust plc |
| Company Secretary | Apex Listed Companies Services (UK) Limited |
| Continuing Pool | the cash, assets and liabilities of the Company other than those constituting the Redemption Pool, as more particularly described in Part 2 of this Securities Note |
| Conversion | the conversion of C Shares into new Ordinary Shares, as described in paragraph 2.19(I) of Part 5 of this Securities Note |
| Conversion Date | the time and date referred to in paragraph 2.19(I) of Part 5 of this Securities Note |
| Conversion Ratio | the ratio at which the C Shares convert into Ordinary Shares as described in paragraph 2.19(I) of Part 5 of this Securities Note |
| Contract Note | has the meaning given to it in paragraph 1.4 of Part 3 of this Securities Note |
|---|---|
| CREST | the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form |
| CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/ 3755), as amended |
| Custodian | Kotak Mahindra Bank Limited |
| Dealing Value of the Company | the value of the Company calculated in accordance with paragraph 7 of Part 2 of this Securities Note |
| Dealing Value per Ordinary Share |
the value by reference to which Ordinary Shares may be redeemed on a Redemption Point calculated in accordance with paragraph 7 of Part 2 of this Securities Note |
| Deferred Shares | deferred shares of £0.01 each in the capital of the Company arising on Conversion |
| Directors or Board | the board of directors of the Company |
| Directors' Lock-in Deed | the lock-in deed dated 19 June 2018, between each of the Directors, the Company and Peel Hunt, summarised in paragraph 6.6 of Part 5 of the Registration Document |
| Disclosure Guidance and Transparency Rules |
the disclosure guidance and transparency rules contained in the FCA's Handbook of Rules and Guidance |
| EEA | European Economic Area |
| ERISA | the United States Employee Retirement Income Security Act of 1974, as amended |
| EU | European Union |
| EU Prospectus Regulation | 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, and repealing Directive 2003/71/EC |
| Euroclear | Euroclear UK & International Limited |
| EUWA | European Union (Withdrawal) Act 2018 (as amended) |
| FATCA | the United States Foreign Account Tax Compliance Act |
| FCA or Financial Conduct Authority |
the UK Financial Conduct Authority |
| FEMA | the Indian Foreign Exchange Management Act, 1999 and the rules, regulations and notifications issued thereunder, as amended from time to time |
| FSMA | the UK Financial Services and Markets Act 2000, as amended |
| 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 (other than pursuant to a Placing-Only Issue) made pursuant to the Registration Document 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 (other than pursuant to a Placing-Only Issue) made pursuant to the Registration Document accompanying this Securities Note and subject to separate approval by the FCA |
| General Meeting | the general meeting of the Company convened for 10.30 a.m. on 3 May 2024 at which the Resolutions will be proposed |
|---|---|
| HMRC | HM Revenue & Customs |
| Intermediaries | any intermediary financial institution that is appointed by the Company in connection with any Retail Offer and "Intermediary" shall mean any one of them |
| Investment Adviser | White Oak Capital Partners Pte. Ltd. |
| Investment Manager | Acorn Asset Management Ltd |
| Investment Manager's Lock-in Deed |
the lock-in deed dated 19 June 2018, between the Investment Manager, the Company and Peel Hunt, summarised in paragraph 6.7 of Part 5 of the Registration Document |
| ISA | an Individual Savings Account maintained in accordance with the Individual Savings Account Regulations 1998 |
| Issue | any Placing, open offer, offer for subscription and/or Retail Offer of Ordinary Shares pursuant to the Share Issuance Programme |
| Listing Rules | the listing rules made by the Financial Conduct Authority under section 73A of FSMA |
| London Stock Exchange | London Stock Exchange plc |
| Management Shares | non-redeemable preference shares of £1.00 each in the capital of the Company held, at the date of this Securities Note, by a director of the Investment Manager |
| Member State | any member state of the EEA |
| MiFID II Product Governance Requirements |
has the meaning given to it on page 12 of this Securities Note |
| 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 Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 |
| NAV or Net Asset Value | the value of the assets of the Company less its liabilities, determined in accordance with the accounting principles adopted by the Company from time to time |
| NAV per Ordinary Share or Net Asset Value per Ordinary Share |
the Net Asset Value attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (excluding any Ordinary Shares held in treasury) |
| Official List | the official list maintained by the Financial Conduct Authority |
| Ordinary Shareholder | a holder of Ordinary Shares |
| Ordinary Shares | redeemable ordinary shares of £0.01 each in the capital of the Company |
| Peel Hunt | Peel Hunt LLP, the Company's sponsor, broker and placing agent |
| Performance Fee Issue | the proposed issue of Ordinary Shares in satisfaction of the performance fee payable by the Company to the Investment Manager in respect of the performance period ending on 30 June 2024, as described in Part 6 of this Securities Note |
| Performance Fee Issue Admission |
Admission of the Ordinary Shares issued pursuant to the Performance Fee Issue |
|---|---|
| Performance Fee Shares | the Ordinary Shares to be issued pursuant to the Performance Fee Issue |
| Placing | any placing of Ordinary Shares pursuant to the Share Issuance Programme as described in Part 1 of this Securities Note |
| Placing Confirmation | has the meaning given to it in paragraph 1.4 of Part 3 of this Securities Note |
| Placing-Only Issue | an issue under the Share Issuance Programme which comprises only a Placing and does not include any other component |
| PROD Sourcebook | the Product Intervention and Product Governance Sourcebook contained in the FCA's Handbook of Rules and Guidance |
| Prospectus | this Securities Note, together with the Summary and the Registration Document |
| Prospectus Regulation Rules | the rules and regulations made by the FCA under Part VI of FSMA |
| Receiving Agent | Computershare Investor Services PLC of The Pavilions, Bridgwater Road, Bristol BS99 6AH, United Kingdom |
| Redemption Point | 6.00 p.m. on the last Business Day in September each year on which date holders of Ordinary Shares which have submitted valid Redemption Requests to have their Ordinary Shares redeemed will be considered for redemption at the discretion of the Board |
| Redemption Pool | the pool of cash, assets and liabilities to be created in respect of a particular Redemption Point and allocated to the Ordinary Shares which are the subject of Redemption Requests for that Redemption Point, as more particularly described in Part 2 of this Securities Note |
| Redemption Price | the price for which Ordinary Shares are redeemed on a Redemption Point as determined by reference to the Dealing Value per Ordinary Share or a Redemption Pool, as more particularly described in Part 2 of this Securities Note |
| Redemption Request | a notice to the Company to redeem Ordinary Shares in the form from time to time prescribed by the Company |
| Register | the register of members of the Company |
| Registrar | Computershare Investor Services PLC |
| Registration Document | the registration document dated 24 April 2024 issued by the Company and approved by the FCA |
| Regulation S | Regulation S under the US Securities Act |
| Regulatory Information Service | a service authorised by the Financial Conduct Authority to release regulatory announcements to the London Stock Exchange |
| Relevant Member State | each Member State which is bound by the EU Prospectus Regulation |
| Resolutions | the resolutions to be proposed at the General Meeting seeking authority to allot and issue up to 150 million new Ordinary Shares on a non-pre-emptive basis pursuant to the Share Issuance Programme |
| Restricted Jurisdiction | each of Australia, Canada, India, Japan, the Republic of South Africa and the United States |
| Retail Offer | any offer of Ordinary Shares by the Company to investors who are retail investor clients of Intermediaries |
| Securities Note | this securities note dated 24 April 2024 issued by the Company in respect of the Ordinary Shares made available pursuant to the Registration Document accompanying this Securities Note and approved by the FCA |
|---|---|
| Share Issuance Agreement | the share issuance agreement dated 24 April 2024, between the Company, the Investment Manager, the Investment Adviser and Peel Hunt, summarised in paragraph 6.1 of Part 5 of the Registration Document accompanying this Securities Note |
| Share Issuance Programme | the proposed programme of Issues of Ordinary Shares on the terms set out in this Securities Note (and any Future Securities Note) |
| Share Issuance Programme Price |
the applicable price at which new Ordinary Shares will be issued to prospective investors under the Share Issuance Programme, as described in this Securities Note |
| Shareholder | a holder of Shares |
| Shares | Ordinary Shares and/or C Shares, as the context requires |
| Significant Presence in India | (in relation to a company) having its registered office or principal place of business in India, or exercising a material part of its economic activities in India |
| 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 |
| Sterling, £, pence or p | the lawful currency of the UK |
| Summary | the summary dated 24 April 2024 issued by the Company pursuant to the Registration Document accompanying this Securities Note and approved by the FCA |
| Takeover Code | The City Code on Takeovers and Mergers |
| Target Market Assessment | has the meaning given to it on page 12 of this Securities Note |
| TTE | Transfer to Escrow instruction |
| UK | the United Kingdom of Great Britain and Northern Ireland |
| UK Market Abuse Regulation | Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of the domestic law of the United Kingdom by virtue of the EUWA |
| UK MiFID II | the UK's implementation of 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), together with the UK version of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (MiFIR), which forms part of the domestic law of the United Kingdom by virtue of the EUWA |
| UK MiFID II Delegated Regulation |
Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive, as it forms part of the domestic law of the United Kingdom by virtue of the EUWA |
| UK PRIIPs Regulation | 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, |
| together with its implementing and delegated acts, as they form part of the domestic law of the United Kingdom by virtue of the EUWA |
|
|---|---|
| UK Prospectus Regulation | 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, and repealing Directive 2003/71/EC, as it forms part of the domestic law of the United Kingdom by virtue of the EUWA |
| 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 States or US | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia |
| US Exchange Act | the United States Securities Exchange Act of 1934, as amended |
| US Investment Company Act | the United States Investment Company Act of 1940, as amended |
| US Person | a US Person as defined for the purposes of Regulation S |
| US Securities Act | the United States Securities Act of 1933, as amended |
| US Tax Code | the US Internal Revenue Code of 1986, as amended |
| Valuation Point | close of business on the Business Day immediately preceding the relevant Redemption Point |
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