Regulatory Filings • Sep 19, 2018
Regulatory Filings
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THIS SECURITIES NOTE, THE REGISTRATION DOCUMENT AND THE SUMMARY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, you should immediately consult a person authorised for the purposes of the Financial Services and Markets Act 2000, as amended ("FSMA") who specialises in advising on the acquisition of shares and other securities.
This Securities Note, the Registration Document and the Summary together constitute a prospectus relating to Sequoia Economic Infrastructure Income Fund Limited (the "Company") (the "Prospectus") prepared in accordance with the Prospectus Rules of the Financial Conduct Authority ("FCA") made pursuant to section 85 of FSMA, has been delivered to the FCA and has been made available to the public in accordance with Rule 3.2 of the Prospectus Rules.
The Prospectus is being issued in connection with (i) the issue of up to 188,679,245 New Ordinary Shares in connection with the Open Offer, Placing and Offer for Subscription to raise Gross Issue Proceeds of up to approximately £200 million (the "Initial Issue") and (ii) the issue of up to 250,000,000 Ordinary Shares in one or more tranches throughout the period commencing 19 September 2018 and ending on the first anniversary of the Registration Document (the "Share Issuance Programme").
Application will be made to the UK Listing Authority for the Ordinary Shares to be issued pursuant to a Placing, Open Offer and Offer for Subscription under the Initial Issue to be admitted to the premium segment of the Official List and for all such Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities. It is expected that such admission will become effective and that dealings in such Ordinary Shares will commence at 8.00 a.m. on or around 12 October 2018.
Application will be made from time to time following the Initial Issue to the UK Listing Authority for the Ordinary Shares to be issued pursuant to the Share Issuance Programme to be admitted to the premium segment of the Official List and for all such Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities. Admission of such Ordinary Shares will become effective and dealings in such Ordinary Shares will commence not later than 18 September 2019.
The Ordinary Shares are not dealt in on any other recognised investment exchanges and no applications for the Ordinary Shares to be traded on any such other exchanges have been made or are currently expected to be made.
The Directors, whose names and functions appear in the "Directors, Agents and Advisers" section of this Securities Note, and the Company itself, accept responsibility for the information contained in this Securities Note. To the best of the knowledge of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this Securities Note is in accordance with the facts and does not omit anything likely to affect the import of such information.
International Fund Management Limited (the "Investment Manager") accepts responsibility for the information contained in this Securities Note attributed or pertaining to it. To the best of the knowledge of the Investment Manager, which has taken all reasonable care to ensure that such is the case, the information contained in this Securities Note attributed or pertaining to it is in accordance with the facts and contains no omission likely to affect its import.
Sequoia Investment Management Company Limited (the "Investment Adviser") accepts responsibility for the information contained in this Securities Note attributed or pertaining to it. To the best of the knowledge of the Investment Adviser, which has taken all reasonable care to ensure that such is the case, the information contained in this Securities Note attributed or pertaining to it is in accordance with the facts and contains no omission likely to affect its import.
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Although the whole text of this Securities Note, together with the Registration Document and the Summary (and the documents incorporated by reference) should be read, the attention of persons receiving this Securities Note and of potential investors in the Company are drawn to the section headed "Risk Factors" contained on pages 4 to 7 of this document and those set out in the Registration Document.
The latest time and date for applications under the Open Offer is 11.00 a.m. on 8 October 2018 and the latest time and date for applications under the Offer for Subscription is 3.00 p.m. on 8 October 2018. For more information about the Initial Issue, please refer to the section entitled "The Initial Issue" in Part 1 of this Securities Note.
(a company incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended) with registered no. 59596)
Open Offer, Placing and Offer for Subscription targeting a raise of £200 million for up to 188,679,245 New Ordinary Shares to be issued at 106.0 pence per Ordinary Share
and
Share Issuance Programme in respect of up to a further 250,000,000 Ordinary Shares
and
Admission to the Official List and to trading on the London Stock Exchange's main market for listed securities
Stifel
Financial Adviser, Sponsor and Sole Bookrunner
Stifel Nicolaus Europe Limited ("Stifel") is authorised and regulated in the United Kingdom by the FCA and is acting for the Company and no one else in connection with the Issue, the Share Issuance Programme and the contents of the Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Issue and the Share Issuance Programme and the contents of the Prospectus or any matters referred to herein. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Stifel may have under FSMA or the regulatory regime established thereunder. Stifel takes no responsibility for any part of the contents of the Prospectus pursuant to sections 79(3) or 90 of FSMA and does not accept any responsibility for, or authorise, any part of the contents of the Prospectus under rule 5.5 of the Prospectus Rules of the FCA.
The Ordinary Shares have not been nor will they be registered under the U.S. Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and the Ordinary Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act ("Regulation S")) (a "U.S. Person") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States, and under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act"). There will be no offer or sale of the Ordinary Shares in the United States. The Company has not been and will not be registered under the U.S. Investment Company Act nor will either the Investment Manager or the Investment Adviser be registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the "U.S. Investment Advisers Act"). Consequently, investors will not be entitled to the benefits and protections of the U.S. Investment Company Act or the U.S. Investment Advisers Act.
The Ordinary Shares may not be acquired by: (i) investors using assets of: (A) an "employee benefit plan" that is subject to Part 4 of Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"); (B) a "plan" to which Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the "U.S. Tax Code"), applies; or (C) an entity whose underlying assets are considered to include "plan assets" by reason of investment by an "employee benefit plan" or "plan" described in the preceding clauses (A) or (B) in such entity; or (ii) a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) that has not made an election under Section 410(d) of the U.S. Tax Code, or a non-U.S. plan that is subject to any federal, state, local or non-U.S. law that regulates its investments (a "Similar Law"), unless such governmental, church or non-U.S. plan's purchase, holding, and disposition of the Ordinary Shares will not constitute or result in a violation of any Similar Law that prohibits or imposes an excise or penalty tax on the purchase of the Ordinary Shares.
The distribution of this Securities Note and the offer of the New Ordinary Shares pursuant to the Initial Issue and any offer of Ordinary Shares pursuant to the Share Issuance Programme in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been or will be taken to permit the possession, issue or distribution of the Prospectus (or any other offering or publicity material relating to the New Ordinary Shares in connection with the Initial Issue and/or any Ordinary Shares issued in connection with the Share Issuance Programme) in any jurisdiction where action for that purpose may be required or where doing so is restricted by law. Accordingly, neither this Securities Note, nor the Prospectus, nor any advertisement, nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Securities Note comes should inform themselves about and observe any such restrictions. None of the Company, Stifel, the Investment Adviser, the Investment Manager or any of their respective affiliates or advisers accepts any legal responsibility to any person, whether or not such person is a potential investor, in respect of any such restrictions.
This Securities Note is dated 19 September 2018.
| Page | |
|---|---|
| RISK FACTORS | 4 |
| IMPORTANT INFORMATION | 8 |
| DIRECTORS, AGENTS AND ADVISERS | 15 |
| EXPECTED TIMETABLE | 17 |
| INITIAL ISSUE STATISTICS | 19 |
| SHARE ISSUANCE PROGRAMME STATISTICS | 19 |
| PART 1 THE INITIAL ISSUE |
20 |
| PART 2 THE SHARE ISSUANCE PROGRAMME |
28 |
| PART 3 TERMS AND CONDITIONS OF THE PLACING AND ANY FURTHER PLACING UNDER A PLACING-ONLY ISSUE |
31 |
| PART 4 TERMS AND CONDITIONS OF THE OFFER FOR SUBSCRIPTION |
46 |
| PART 5 TERMS AND CONDITIONS OF THE OPEN OFFER |
54 |
| PART 6 TAXATION |
77 |
| PART 7 ADDITIONAL INFORMATION ON THE COMPANY |
81 |
| DEFINITIONS | 86 |
| OFFER FOR SUBSCRIPTION APPLICATION FORM | 97 |
| NOTES ON HOW TO COMPLETE THE OFFER FOR SUBSCRIPTION APPLICATION FORM |
104 |
An investment in the Company involves significant risks and is only suitable for investors who are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses (which may be equal to the whole amount invested) which may result from such an investment. Accordingly, potential investors should review carefully and evaluate the risks and the other information contained in the Prospectus before making a decision to invest in the Company. If in any doubt, potential investors should immediately seek their own personal financial advice from an independent professional adviser authorised under FSMA who specialises in advising on the acquisition of shares and other securities or other advisers such as legal advisers and accountants.
If any of the following risks actually occur, the business, financial condition, capital resources, results and/or future operations of the Company could be materially and adversely affected. In such circumstances, the trading price of the Ordinary Shares could decline and investors may lose all or part of their investment. Additional risks and uncertainties not currently known may also have an adverse effect on the Company.
The Directors believe that the risks described below are the material risks relating to the Ordinary Shares, as at the date of this Securities Note. Additional risks and uncertainties not currently known to the Directors, or that the Directors deem to be 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. Potential investors should review the Prospectus carefully and in its entirety and consult with their professional advisers before making an application to invest in the Ordinary Shares. Potential investors should also read carefully the risks described in the Registration Document relating to the Company and the industry within which it operates.
The Company cannot predict the effect on the price of the Ordinary Shares if a liquid and active trading market for the Ordinary Shares is not maintained. In addition, if such a market does not develop or ceases, a wider spread in the Company's share price may develop and relatively small sales of Ordinary Shares may have a significant negative impact on the price of Ordinary Shares, whilst sales of a significant number of Ordinary Shares may be difficult to execute at a stable price close to or at the prevailing market price at that time.
The market price of Ordinary Shares may fluctuate significantly and potential investors may not be able to sell their Ordinary Shares at or above the price at which they purchased them. Factors that may cause the price of Ordinary Shares to vary include but are not limited to:
a rise in interest rates or rates of inflation, or an increase in the market's expectation of such rises;
changes or increased volatility in currency exchange rates, or the market's expectation of such changes or increased volatility;
Equity and debt securities markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. Any broad market fluctuations in debt or equity markets may adversely affect the trading price of the Ordinary Shares.
There can be no assurance as to the level and/or payment of future dividends by the Company in relation to Ordinary Shares (including those issued pursuant to the Initial Issue and Share Issuance Programme). The declaration, payment and amount of any future dividends by the Company are subject to the discretion of the Directors and will depend upon, among other things, the performance of the Company, the ability of the Group to make further investments, dividends declared and paid by the Company and the size of any such dividends, the Company's earnings, financial position, cash requirements and availability of profits, as well as the provisions of relevant laws or generally accepted accounting principles from time to time.
Should market conditions change, if there is a deterioration in the Pipeline or if the Investment Adviser is unable to deploy proceeds into suitable opportunities, Ordinary Shareholders may experience "cash drag" which may impact the Company's ongoing dividend target.
The Ordinary Shares may trade at a discount to their respective Net Asset Value per share for a variety of reasons, including market conditions, liquidity concerns or the actual or expected performance of the Group. There can be no guarantee that attempts by the Company to mitigate such a discount will be successful or that the use of discount control mechanisms will be possible or advisable.
The Company intends to restrict the ownership and holding of its Ordinary Shares so that none of its assets will constitute "plan assets" under Section 3(42) of ERISA and U.S. Department of Labor regulations promulgated under ERISA by the U.S. Department of Labor and codified at 29 C.F.R. Section 2510.3-101 as they may be amended or modified from time to time (collectively, the "U.S. Plan Asset Regulations"). The Company intends to impose such restrictions based on deemed representations in the case of its Ordinary Shares. If the Company's assets were deemed to be "plan assets" of any U.S. Plan Investor, then: (i) the prudence and other fiduciary responsibility standards of ERISA would apply to investments made by the Company; and (ii) certain transactions that the Company or a subsidiary of the Company may enter into, or may have entered into, in the ordinary course of business might constitute or result in non-exempt prohibited transactions under Section 406 of ERISA or Section 4975 of the U.S. Tax Code and might have to be rescinded. Governmental plans, certain church plans and non-U.S. plans, while not subject to Title I of ERISA or Section 4975 of the U.S. Tax Code, may nevertheless be subject to a Similar Law. As a result, such plans will be deemed to represent that their purchase and holding of the Ordinary Shares will not result in a violation of any Similar Law that prohibits or imposes an excise or penalty tax on the purchase of the Ordinary Shares.
Each purchaser and subsequent transferee of the Ordinary Shares will be deemed to represent and warrant that no portion of the assets used to acquire or hold its interest in the Ordinary Shares constitutes or will constitute "plan assets" under the U.S. Plan Asset Regulations. The Articles provide that the Board of Directors may refuse to register a transfer of Ordinary Shares to any person it believes to be a Non-Qualified Holder or U.S. Plan Investor. If any Ordinary Shares are owned directly or beneficially by a person believed by the Board of Directors to be a Non-Qualified Holder or U.S. Plan Investor, the Board of Directors may give notice to such person requiring him either (i) to provide the Board of Directors within 28 days of receipt of such notice with sufficient satisfactory documentary evidence to satisfy the Board of Directors that such person is not a Non-Qualified Holder or U.S. Plan Investor; or (ii) to sell or transfer their Ordinary Shares to a person that is not a U.S. Plan Investor or another Non-Qualified Holder, and thus is qualified to own the same, within 21 days and within such 21 days to provide the Board of Directors with satisfactory evidence of such sale or transfer. Where condition (i) or (ii) is not satisfied within 21 days after the serving of the notice, the person will be deemed, upon the expiration of such 30 days, to have forfeited their Ordinary Shares.
In addition, the Company has also implemented restrictions on transfers of any Ordinary Shares where such transfers: (i) may require the Company to register as an "investment company" under the U.S. Investment Company Act (including because the holder of the Ordinary Shares is not a "qualified purchaser" as defined in the U.S. Investment Company Act); (ii) may cause the Company to register under the U.S. Exchange Act or any similar legislation; (iii) may cause the Company not being considered a "Foreign Private Issuer" as such term is defined in rule 3b-4(c) under the U.S. Exchange Act; or (iv) may result in violations of the transfer restrictions put forth in any prospectus published by the Company; or (v) otherwise result in the Company having a liability to taxation or suffering any pecuniary, fiscal, administrative, regulatory or similar disadvantage. See paragraph 15 of Part 1 of this Securities Note and paragraph 3.1(f) of Part 8 of the Registration Document.
The Company has been established as a closed-ended vehicle. Accordingly, there is no right or entitlement attaching to Ordinary Shares that allows them to be redeemed or repurchased by the Company at the option of the Ordinary Shareholder. Although the Directors are able to offer Ordinary Shareholders the opportunity to participate in the Discretionary Tender facility, this is entirely discretionary and is further subject to annual Shareholder approval and certain restrictions.
In addition to the Discretionary Tender facility, the Directors may seek Shareholder approval to grant them the power to make ad hoc market purchases of Ordinary Shares. If such authority is sought and subsequently granted, the Directors will have complete discretion as to the timing, price and volume of Ordinary Shares to be purchased. Ordinary Shareholders should not place any reliance on the willingness of the Directors so to act. In the absence of the availability of the Discretionary Tender facility or market purchases of Ordinary Shares by the Company, Ordinary Shareholders wishing to realise their investment in the Company will be required to dispose of their Ordinary Shares on the stock market. Accordingly, Ordinary Shareholders' ability to realise their investment at any particular price and/or time may be dependent on the existence of a liquid market in the Ordinary Shares.
Under Rule 9 of the Takeover Code, any person who acquires shares which, taken together with shares already held by him or shares held or acquired by persons acting in concert with him, carry 30 per cent. or more of the voting rights in a company which is subject to the Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, when any person or persons acting in concert already hold more than 30 per cent. but not more than 50 per cent. of the voting rights of such a company, a general offer will normally be required if any further shares increasing that person's percentage of voting rights are acquired.
Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, a resulting increase in the percentage of voting rights carried by the shareholdings of any person or group of persons acting in concert will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code.
Accordingly, when the Company undertakes a buyback of Ordinary Shares or makes Tender Purchases pursuant to a Discretionary Tender, any resulting increase in the percentage of the voting rights in the Company held by a Shareholder (or Shareholders acting in concert) will be treated as an acquisition in accordance with Rule 37 of the Takeover Code and, if such percentage reaches 30 per cent. of the voting rights in the Company, or if a Shareholder (or Shareholders acting in concert) already hold(s) 30 per cent. of the voting rights in the Company and such percentage Shareholding increases further, the relevant Shareholder or Shareholders would be required under Rule 9 of the Takeover Code to make a general offer to all remaining Shareholders to acquire their Shares.
If such a situation arises or is likely to arise, it is the intention of the Directors to seek a waiver from the Takeover Panel of the requirement that the relevant Shareholder or Shareholders make an offer under Rule 9 of the Takeover Code as a result of Share purchases. However, the Directors cannot guarantee that such a waiver will be obtained or that the relevant Shareholder or Shareholders would not be required to make a general offer to the remaining Shareholders to acquire their Shares.
Discretionary Tenders are entirely discretionary and, if made, are contingent upon certain factors including, but not limited to, the Company's ability to finance Tender Purchases. Ordinary Shareholders should therefore have no expectation of being able to tender their Ordinary Shares to the Company on a quarterly basis.
The operation of the Discretionary Tender facility will be subject to Shareholder approval on an annual basis, and there is no guarantee that Shareholders will vote to renew the Discretionary Tender facility. Shareholders should note that just because shareholder approval of a Discretionary Tender is obtained, that does not mean the Company will conduct a Discretionary Tender. This is a matter entirely within the discretion of the Company. Accordingly, Shareholders should have no expectation that a Discretionary Tender will be available at any specific time, or at all.
In assessing an investment in the Company, investors should rely only on the information in the Prospectus. No person has been authorised to give any information or make any representations in relation to the Company other than those contained in the Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by the Company, the Directors, the Investment Manager, the Investment Adviser, the Sponsor or any other person. Without prejudice to any obligation of the Company to publish a supplementary prospectus, neither the delivery of the Prospectus nor any subscription of New Ordinary Shares pursuant to the Initial Issue or any Ordinary Shares issued 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, or that the information contained herein is correct at any time subsequent to, the date of the Prospectus.
The Prospectus does not constitute an offer to sell, or the solicitation of an offer to subscribe for or to buy, shares in any jurisdiction in which such offer or solicitation is unlawful. Issue or circulation of the Prospectus may be prohibited in some countries.
The Company is a registered closed-ended investment scheme registered pursuant to POI Law and the Scheme Rules. The GFSC has not reviewed the Prospectus but has relied upon specific warranties provided by the Administrator, the Company's designated manager.
Neither the GFSC nor the States of Guernsey take any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it.
It should be remembered that the price of the Ordinary Shares and the income from them can go down as well as up.
The contents of the Prospectus are not to be construed as advice relating to legal, financial, taxation, investment or any other matters. Potential investors should inform themselves as to:
Typical investors in the Company are expected to be institutional and sophisticated investors and private client brokers acting on behalf of private wealth clients.
The Prospectus should be read in its entirety before making any investment in New Ordinary Shares or Ordinary Shares pursuant to the Share Issuance Programme. All Shareholders are entitled to the benefit of, are bound by and are deemed to have notice of the provisions of the Memorandum and Articles, which investors should review.
This Securities Note includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts.
All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the Company's actual results to differ materially from those indicated in these statements. These factors include, but are not limited to, those described in the part of this Securities Note entitled "Risk Factors" and the corresponding section set out in the Registration Document, which should be read in conjunction with the other cautionary statements that are included in the Prospectus. Any forward-looking statements in this Securities Note or the Registration Document reflect the Company's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company's operations, results of operations and growth strategy. For the avoidance of doubt, nothing in this paragraph qualifies the working capital statement set out in paragraph 5 of Part 7 in this Securities Note.
These forward-looking statements apply only as of the date of this Securities Note. Subject to any obligations under the Prospectus Rules, the Listing Rules and the Disclosure Guidance and Transparency Rules, none of the Company, the Directors, the Investment Manager, the Investment Adviser or Stifel undertakes an obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. Potential investors should specifically consider the factors identified in the Prospectus which could cause actual results to differ before making an investment decision.
Market, economic and industry data used throughout the Prospectus is derived from various industry and other independent sources. The Company and the Directors confirm that such data has been accurately reproduced and, so far as they are aware and are able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Unless otherwise indicated, all references in this Securities Note to "Sterling", "pounds Sterling", "£", "pence" or "p" are to the lawful currency of the UK.
The contents of the Company's Website do not form part of this Securities Note. Investors should base their decision to invest on the contents of the Prospectus alone and should consult their professional advisers prior to making an application to subscribe for New Ordinary Shares.
A list of defined terms used in this Securities Note is set out at pages 86 to 95.
Unless otherwise stated, statements made in this Securities Note are based on the law and practice currently in force in England or Guernsey (as appropriate) and are subject to changes therein.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the 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 investors who meet the criteria of retail and professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New 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 Initial Issue or Share Issuance Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Stifel will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.
The Prospectus does not constitute, and may not be used for the purposes of, an offer or an invitation to apply for any New Ordinary Shares by any person: (i) in any jurisdiction in which such offer or invitation is not authorised; or (ii) in any jurisdiction 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 distribution of the Prospectus and the offering of New Ordinary Shares in certain jurisdictions may be restricted. Accordingly, persons into whose possession the Prospectus comes are required to inform themselves about and observe any restrictions as to the offer or sale of New Ordinary Shares and the distribution of the Prospectus under the laws and regulations of any jurisdiction in connection with any applications for New Ordinary Shares, including obtaining any requisite governmental or other consent and observing any other formality prescribed in such jurisdiction. Save for the UK, no action has been taken or will be taken in any jurisdiction by the Company that would permit a public offering of New Ordinary Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of the Prospectus other than in any jurisdiction where action for that purpose is required.
In addition, potential investors should note that, except with the express written consent of the Company given in respect of an investment in the Company, the New Ordinary Shares may not be acquired by: (i) investors using assets of: (A) an "employee benefit plan" that is subject to Part 4 of Title I of ERISA; (B) a "plan" to which Section 4975 of the U.S. Tax Code applies; or (C) an entity whose underlying assets are considered to include "plan assets" by reason of investment by an "employee benefit plan" or "plan" described in the preceding clauses (A) or (B) in such entity; or (ii) a governmental plan, church plan, or non-U.S. plan that is subject to a Similar Law, unless its purchase, holding, and disposition of the New Ordinary Shares will not constitute or result in a violation of any Similar Law that prohibits or imposes an excise or penalty tax on the purchase of the New Ordinary Shares.
The Company is an alternative investment fund and the Investment Manager is an AIFM for purposes of the AIFMD. The Company has been approved for marketing in Denmark by the Danish Financial Supervisory Authority pursuant to Section 130 of the Danish AIFM Act so that the Company may be marketed to professional investors within the meaning of the Danish AIFM Act only. The Prospectus must not be distributed to, or relied upon by, investors in Denmark in any other circumstances.
Furthermore, the Prospectus does not constitute a prospectus under any Danish laws or regulations and has not been filed with or approved by the Danish Financial Supervisory Authority as the Prospectus has not been prepared in the context of a public offering of securities in Denmark within the meaning of the Danish Securities Trading Act or any Executive Orders issued in connection thereto.
In accordance with the exemption from the prospectus requirements, the Prospectus will only be directed to qualified investors as defined in Section 2 of the Danish Executive Order no. 1104/2014.
In relation to each Relevant Member State, with effect from and including Relevant Implementation Date, an offer of New Ordinary Shares described in this Securities Note may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the New Ordinary Shares that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, unless, with effect from and including the Relevant Implementation Date:
Each purchaser of New Ordinary Shares described in this Securities Note located within a Relevant Member State (other than the United Kingdom) will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor.
For the purposes of this provision, the expression an "offer to the public" in relation to any offer of New Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any New Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for the New Ordinary Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State.
This Securities Note may not be used for, or in connection with, and does not constitute, any offer of New Ordinary Shares or an invitation to purchase or subscribe for New Ordinary Shares in any Relevant Member State or jurisdiction in which such an offer or invitation would be unlawful.
The New Ordinary Shares will not be offered, sold, placed or underwritten in Ireland:
(a) except in circumstances which do not require the publication of a prospectus pursuant to Article 3(2) of Directive 2003/71/EC as implemented in Ireland pursuant to the Investment Funds, Companies and Miscellaneous Provisions Act 2005, the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005), as amended and any rules issued by the Central Bank of Ireland pursuant thereto;
This Prospectus may only be distributed or circulated directly or indirectly in or from within the Bailiwick of Guernsey (i) by persons licensed to do so by the Commission under the POI Law or (ii) to persons licensed under the POI Law, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002, the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Businesses and Company Directors etc. (Bailiwick of Guernsey) Law 2000.
No consents from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958, as amended have been obtained by the Company. Accordingly no public offering of New Ordinary Shares is being made to investors resident in Jersey, and New Ordinary Shares are being offered only to a limited number of institutional and sophisticated individual investors in Jersey. 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.
No offer of New Ordinary Shares to the public will be made in Luxembourg pursuant to this Securities Note, except that an offer of New Ordinary Shares in Luxembourg may be made at any time:
provided that in both cases (a) and (b) above the AIFM fulfils the requirements set out in the AIFM Law (in particular the notification obligation set out in Article 45 of the AIFM Law (Article 42 of the AIFMD) and the potentially applicable ongoing requirements). For the purposes of this provision, the expression "Offer of Shares to the public" in relation to any New Ordinary Shares in Luxembourg means the communication to persons in any form and by any means presenting sufficient information on the terms of the offer and the New Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe the New Ordinary Shares, the expression "Prospectus Law" means the Luxembourg law of 10 July 2005 on prospectuses for securities, as amended.
Neither the Company nor its AIFM have been authorised or registered under the AIFM Law or are otherwise supervised by the Luxembourg Commission de Surveillance du Secteur Financier ("CSSF").
The Company is an alternative investment fund and the Investment Manager of the Company is an AIFM for purposes of the AIFMD. The Investment Manager has been approved by the Swedish Financial Supervisory Authority pursuant to Chapter 5 Section 10 of the Swedish Act on Alternative Investment Fund Managers (2016:561) (the "Swedish AIFM Act") to market the Company to professional investors in Sweden. The Company may be marketed to professional investors within the meaning of the Swedish AIFM Act only.
The Prospectus may only be distributed to professional investors and the Prospectus may not be distributed to or made available to non-professional investors in Sweden. Furthermore, the Prospectus has not been, nor will it be, registered with or approved by the Swedish Financial Supervisory Authority under the Swedish Financial Instruments Trading Act (1991:980) (the "Swedish Trading Act"). Accordingly, the Prospectus may not be made available, nor may the interests in the Company offered hereunder be marketed and offered for sale in Sweden, other than under circumstances which do not require a prospectus (Sw. prospekt) to be prepared under the Swedish Trading Act.
The Fund has not been licensed for distribution with the Swiss Financial Market Supervisory Authority ("FINMA") as a foreign collective investment scheme pursuant to Article 120 of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006, as amended ("CISA"). Also, the Company has not appointed a Swiss paying agent and representative and therefore may not be distributed in Switzerland (as defined by Art. 3 para. 1 CISA). Accordingly, in Switzerland the New Ordinary Shares will only be offered and sold to prudentially regulated financial institutions pursuant to Article 10 para. 3 lit. a and b CISA; in addition, the Ordinary Shares may be sold under the reverse solicitation-exemption pursuant to Article 3 para. 2 lit. a CISA. The Prospectus and any other offering material relating to the New Ordinary Shares may only be handed out within these restrictions. Investors in the New Ordinary Shares do not benefit from the specific investor protection provided by CISA and the supervision by the FINMA.
The New Ordinary Shares are not publicly offered within the meaning of article 652a or 1156 of the Swiss Code of Obligations. As a consequence, the Prospectus is not a prospectus within the meaning of these provisions and may therefore not comply with the information standards required thereunder. The Prospectus is not a listing prospectus according to article 27 et seq. of the Listing Rules of the SIX Swiss Exchange and may therefore not comply with the information standards required thereunder or under the listing rules of any other Swiss stock exchange.
The New Ordinary Shares described herein may not, directly or indirectly, be offered or acquired in The Netherlands, and this Securities Note together with the Prospectus may not be circulated in The Netherlands as part of initial distribution or at any time thereafter, except:
The Company has not been registered for public offer or distribution in The Netherlands and does not require a licence under the Dutch Financial Markets Supervision Act and is not subject to the prudential and conduct of business supervision of the Dutch Central Bank (De Nederlandsche Bank N.V.) and the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).
The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act or under any laws of, or with any securities regulatory authority of any state or other jurisdiction of the United States and such New Ordinary Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, a U.S. Person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States, and under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act. There will be no offer or sale of the New Ordinary Shares in the United States.
The Company has not been and will not be registered under the U.S. Investment Company Act nor will either the Investment Manager or the Investment Adviser be registered as an investment adviser under the U.S. Investment Advisers Act. Consequently, investors will not be entitled to the benefits and protections of the U.S. Investment Company Act or the U.S. Investment Advisers Act.
The New Ordinary Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons pursuant to Regulation S under the U.S. Securities Act, which provides an exemption from the requirement to register such offers and sales under the U.S. Securities Act. Neither the United States Securities and Exchange Commission nor any other U.S. federal or state securities commission has approved or disapproved of the New Ordinary Shares or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.
In addition, distributors and dealers (whether or not participating in the Initial Issue or a Placing-Only Issue) may not offer, sell or deliver New Ordinary Shares (A) at any time, as part of their distribution or (B) otherwise, until 40 days after the later of: (i) the commencement of the Initial Issue or a Placing-Only Issue; and (ii) the closing of the Initial Issue or a Placing-Only Issue, in the United States or to, or for the account or benefit of, U.S. Persons, and must provide each broker/dealer to which they sell any New Ordinary Shares in reliance on Regulation S during such 40-day period, a confirmation or other notice detailing the restrictions on offers and sales of such securities in the United States or to, or for the account or benefit of, U.S. Persons. Failure to adhere to these requirements may result in a violation of the registration requirements of the U.S. Securities Act.
| Directors (all non-executive) | Robert Jennings (Chairman) Sandra Platts (Senior Independent Director) Jan Pethick Jonathan Bridel |
|---|---|
| Administrator, secretary and registered office of the Company |
Praxis Fund Services Limited Sarnia House Le Truchot St Peter Port Guernsey, GY1 1GR |
| Investment Adviser | Sequoia Investment Management Company Limited Kent House 14-17 Market Place London, W1W 8AJ |
| Investment Manager | International Fund Management Limited Sarnia House Le Truchot St Peter Port Guernsey, GY1 1GR |
| Sponsor and Sole Bookrunner | Stifel Nicolaus Europe Limited 150 Cheapside London, EC2V 6ET |
| Legal Advisers to the Company as to English law |
CMS Cameron McKenna Nabarro Olswang LLP Cannon Place 78 Cannon Street London, EC4N 6AF |
| Legal Advisers to the Company as to Guernsey law |
Mourant Ozannes Royal Chambers St Julian's Avenue St Peter Port Guernsey, GY1 4HP |
| Legal Advisers to the Sponsor and Bookrunner |
Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU |
| Registrar | Computershare Investor Services (Guernsey) Limited 1st Floor Tudor House Le Bordage St Peter Port Guernsey, GY1 1DB |
| Reporting Accountants | BDO LLP 55 Baker Street London W1U 7EU |
| Auditors | KPMG Channel Islands Limited Glategny Court Glategny Esplanade St Peter Port Guernsey, GY1 1WR |
|---|---|
| Receiving Agent | Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE |
| Operational Bankers | Royal Bank of Scotland International Limited 2nd Floor 1 Glategny Esplanade St Peter Port Guernsey, GY1 4BQ |
| Valuation Agent | PricewaterhouseCoopers LLP 7 More London Riverside London SE1 2RT |
| Custodian | Bank of New York Mellon, London Branch One Canada Square London, E14 5AL |
| Subsidiary Corporate Services Provider |
TMF Luxembourg S.A. 46A, Avenue J.F. Kennedy L-1855 Luxembourg, Grand Duchy of Luxembourg |
| Portfolio Administrator | Bank of New York Mellon SA/NV, Dublin Branch Hanover Building, Windmill Lane Dublin 2 Ireland |
| Depositary | Bank of New York Mellon SA/NV, Asset Servicing Friedrich-Ebert-Anlage 49, 60327 Frankfurt am Main Germany |
| Account Bank | Bank of New York Mellon, London Branch One Canada Square London, E14 5AL |
All references to times in the Prospectus are to London times unless otherwise stated.
| Record Date for entitlements to participate in the Open Offer | 6.00 p.m. on 14 September 2018 |
|---|---|
| Ex-entitlement date for the Open Offer | 8.00 a.m. on 19 September 2018 |
| Open Offer opens | 8.00 a.m. on 19 September 2018 |
| Basic Entitlements and Excess CREST Open Offer Entitlements credited to CREST stock accounts (Qualifying CREST Shareholders only) |
As soon as practicable after 8.00 a.m. on 20 September 2018 |
| Recommended latest time for requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements from CREST (i.e, if your Basic Entitlements and Excess CREST Open Offer Entitlements are in CREST and you wish to convert them to certificated form) |
4.30 p.m. on 2 October 2018 |
| Latest time and date for depositing Basic Entitlements and Excess CREST Open Offer Entitlements into CREST |
3.00 p.m. on 3 October 2018 |
| Latest time and date for splitting Open Offer Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. on 4 October 2018 |
| Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate) |
11.00 a.m. on 8 October 2018 |
| Placing and Offer for Subscription | |
| Placing and Offer for Subscription open | 8.00 a.m. on 19 September 2018 |
| Latest time and date for receipt of completed Offer for Subscription Application Forms and payment in full under the Offer for Subscription |
3.00 p.m. on 8 October 2018 |
| Latest time and date for receipt of placing commitments under the Placing |
11.00 a.m. on 9 October 2018 |
| The Share Issuance Programme | |
| Share Issuance Programme opens | 19 September 2018 |
| Publication of Share Issuance Programme Price in respect of each issuance of Ordinary Shares |
On announcement of each subsequent issuance pursuant to the Share Issuance Programme |
| Admission and crediting of CREST accounts in respect of each issuance of Ordinary Shares |
8.00 a.m. on each day Ordinary Shares are issued |
| Last date for Ordinary Shares to be issued pursuant to the Share Issuance Programme |
18 September 2019 |
| EGM | 5 October 2018 |
|---|---|
| Results of the Initial Issue announced | 10 October 2018 |
| Initial Admission of the New Ordinary Shares issued pursuant to the Initial Issue |
8.00 a.m. on 12 October 2018 |
| CREST accounts credited in respect of the New Ordinary Shares issued pursuant to the Initial Issue to be held in uncertificated form |
On or around 12 October 2018 |
| Dispatch of definitive share certificates in respect of the | |
| New Ordinary Shares issued pursuant to the Initial Issue | |
| (where applicable) | On or around 19 October 2018 |
The dates and times specified above are subject to change. In particular, the Directors may (with the prior approval of Stifel) bring forward or postpone the closing time and date for the Initial Issue. In the event that a date or time is changed, the Company will notify persons who have applied for New Ordinary Shares pursuant to the Initial Issue or Ordinary Shares pursuant to the Share Issuance Programme of changes to the timetable either by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.
| Issue Price per New Ordinary Share | 106.0 pence |
|---|---|
| Estimated initial unaudited NAV per Ordinary Share as at 31 August 2018 | 101.17 pence |
| Estimated Gross Issue Proceeds2 | £200,000,000 |
| Estimated Net Issue Proceeds2 | £197,000,000 |
| Target number of New Ordinary Shares in the Initial Issue | 188,679,245 Ordinary Shares1 |
| ISIN of the New Ordinary Shares | GG00BV54HY67 |
| SEDOL of the New Ordinary Shares | BV54HY6 |
| ISIN of the Basic Entitlements | GG00BG0NNZ67 |
| SEDOL of the Basic Entitlements | BG0NNZ6 |
| ISIN of the Excess CREST Open Offer Entitlement | GG00BG0NNY50 |
| SEDOL of the Excess CREST Open Offer Entitlement | BG0NNY5 |
| Ticker for the Ordinary Shares | SEQI |
Maximum number of Ordinary Shares being made available under the Share Issuance Programme 250,000,0003
Share Issuance Price NAV per Ordinary Share plus a premium4
The Initial Issue is being implemented by way of the Open Offer, Placing and Offer for Subscription. The New Ordinary Shares are denominated in Sterling at the Issue Price. The target Gross Issue Proceeds of the Initial Issue is £200 million. The aggregate Net Issue Proceeds, after deduction of expenses, are expected to be approximately £197 million on the assumption that 188,679,245 New Ordinary Shares are issued. The actual number of New Ordinary Shares to be issued pursuant to the Initial Issue, and therefore the Gross Issue Proceeds, are not known as at the date of this document but will be notified by the Company via a Regulatory Information Service announcement prior to Initial Admission. The Initial Issue is not being underwritten.
The Directors recognise the importance of pre-emption rights to Ordinary Shareholders. Accordingly, a substantial proportion of the New Ordinary Shares, 149,420,048 New Ordinary Shares, are being initially offered to Qualifying Shareholders by way of the Open Offer pursuant to which they will be entitled to apply for 2 New Ordinary Shares for every 11 existing Ordinary Shares held on the Record Date. The balance of the New Ordinary Shares (being 39,259,197 New Ordinary Shares), together with any New Ordinary Shares not taken up by Qualifying Shareholders under the Open Offer (including under the Excess Application Facility), will be made available, at the discretion of the Board, under the Placing and/or Offer for Subscription.
The Directors believe that proceeding with the Initial Issue will have the following benefits:
Application will be made to the UK Listing Authority and the London Stock Exchange for all of the New Ordinary Shares issued pursuant to the Initial Issue to be admitted to the premium segment of the Official List and to trading on the Main Market. It is expected that the results of the Initial Issue will be announced through a Regulatory Information Service on or around 10 October 2018 and it is expected that Admission will become effective and that dealings for normal settlement in the New Ordinary Shares issued pursuant to the Initial Issue will commence at 8.00 a.m. on or around 12 October 2018.
Typical investors in the Company pursuant to the Initial Issue are expected to be institutional and sophisticated investors and private client brokers acting on behalf of their private wealth clients.
Under the Open Offer, up to 149,420,048 New Ordinary Shares will be made available to Qualifying Shareholders at the Issue Price pro rata to their holdings of existing Ordinary Shares, on the terms and subject to the conditions of the Open Offer on the basis of:
held and registered in their name at the Record Date.
Shareholders should be aware that the Open Offer is not a rights issue. As such, Qualifying Non-CREST Shareholders should note that their Open Offer Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Basic Entitlements will be admitted to CREST and enabled for settlement, the Basic Entitlements will not be tradeable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Ordinary Shares for which application has not been made under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their entitlements will have no rights, and will not receive any benefit, under the Open Offer.
Existing Shareholders may also subscribe for New Ordinary Shares in excess of their Basic Entitlement through the Excess Application Facility and/or the Placing and/or Offer for Subscription, as appropriate.
The latest time and date for acceptance and payment in full in respect of the Open Offer will be 11.00 a.m. on 8 October 2018. Valid applications under the Open Offer will be satisfied in full up to an applicant's Basic Entitlement (rounded down to the nearest whole number).
The terms and conditions of application under the Open Offer are set out at Part 5 of this Securities Note and in the case of Qualifying Non-CREST Shareholders, the Open Offer Application Form. These terms and conditions should be read carefully before an application is made. Shareholders who are in any doubt about the Open Offer arrangements should consult their stockbroker, bank manager, solicitor, accountant or other duly authorised appropriate financial adviser.
Applications under the Open Offer are not subject to any minimum subscription requirement.
Existing Shareholders who take up all of their Basic Entitlements may also apply under the Excess Application Facility for additional New Ordinary Shares in excess of their Basic Entitlements ("Excess Shares"). Applications by Qualifying Shareholders for Excess Shares under the Excess Application Facility will be limited to a maximum number of Excess Shares equal to five times the Basic Entitlement of such Qualifying Shareholders at the Record Date. If the total number of Excess Shares applied for by all Qualifying Shareholders exceeds the total number of Excess Shares available, applications shall be scaled back pro rata to the number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility or allocated in such manner as the Board may, in its absolute discretion, determine. The Excess Application Facility will comprise whole numbers of New Ordinary Shares under the Open Offer which are not being taken up by Existing Shareholders pursuant to their Basic Entitlements (including any aggregated fractional entitlements) adjusted to include/remove any New Ordinary Shares from the Excess Application Facility that the Directors determine, in their absolute discretion and with the approval of Stifel, should be reallocated to/from the Placing and/or Offer for Subscription (as appropriate).
Qualifying Non-CREST Shareholders who wish to subscribe for more than their Basic Entitlement should complete the relevant sections on the Open Offer Application Form.
Qualifying CREST Shareholders will have Excess CREST Open Offer Entitlements credited to their stock account in CREST and should refer to paragraph 4.2.3 of Part 5 of this Securities Note for information on how to apply for additional New Ordinary Shares under the Excess Application Facility.
To the extent any Ordinary Shares remain unallocated pursuant to the Open Offer (including under the Excess Application Facility), they will be made available under the Placing and/or Offer for Subscription.
Qualifying Non-CREST Shareholders have been sent an Open Offer Application Form giving details of their Basic Entitlement.
Persons that have sold or otherwise transferred all of their Ordinary Shares should forward this document, together with any Open Offer Application Form, if and when received, at once to the purchaser or transferee, or the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee, except that, such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations including, but not limited to, the Excluded Territories. Any Shareholder that has sold or otherwise transferred only some of their Ordinary Shares held in certificated form on or before 14 September 2018 should refer to the instruction regarding split applications in the Terms and Conditions of the Open Offer at paragraph 4.1.2 of Part 5 of this Securities Note and the Open Offer Application Form.
Qualifying CREST Shareholders have not been sent an Open Offer Application Form. Instead, Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Basic Entitlement and Excess CREST Open Offer Entitlement as soon as practicable after 8.00 a.m. on 20 September 2018.
In the case of any Qualifying Shareholder that has sold or otherwise transferred only part of their holding of New Ordinary Shares held in uncertificated form on or before 19 September 2018, a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate Basic Entitlement and Excess CREST Open Offer Entitlement to the purchaser or transferee.
Full details of the Open Offer are contained in the Terms and Conditions of the Open Offer at Part 5 of this Securities Note. If you have any doubt as to what action you should take, you should seek your own advice from your stockbroker, solicitor or other duly authorised appropriate independent financial adviser immediately.
The ISIN of the Basic Entitlements is GG00BG0NNZ67 and the SEDOL is BG0NNZ6. The ISIN for the Excess CREST Open Offer Entitlement is GG00BG0NNY50 and the SEDOL is BG0NNY5.
As indicated above, a substantial proportion of the New Ordinary Shares are being initially offered to Qualifying Shareholders by way of the Open Offer. The balance of the New Ordinary Shares (being 39,259,197 New Ordinary Shares), together with any New Ordinary Shares not taken up by Qualifying Shareholders under the Open Offer (including under the Excess Application Facility), will be made available, at the discretion of the Board, under the Placing and/or Offer for Subscription. Furthermore, if Resolution 2 is passed at the EGM and the Board decides to increase the offer by up to a maximum of 50,000,000 additional New Ordinary Shares, as described further below, the additional New Ordinary Shares shall be made available under the Placing and/or the Offer for Subscription at the discretion of Stifel, the Company and the Investment Adviser.
The Company, the Investment Adviser and Stifel have entered into the Issue Agreement, pursuant to which Stifel has agreed, subject to certain conditions, to use reasonable endeavours to procure subscribers for the New Ordinary Shares made available in the Placing at the Issue Price. Placing commitments should be received by Stifel no later than 11.00 a.m. on 9 October 2018. In the event that the Placing is oversubscribed it may be necessary to scale back applications under the Placing. Stifel is entitled, at its discretion and out of its own resources, at any time to rebate to some or all of its investors (including the Investment Adviser), or to other parties, part or all of its fees relating to the Initial Issue. Such rebates shall include rebates to the Investment Adviser where the Investment Adviser is entitled to up to a maximum of 66.6 per cent. of Stifel's fee based on the pro rata amount invested by certain named accounts which have been agreed between Stifel and the Investment Adviser.
The Issue Agreement contains provisions entitling Stifel to terminate the Initial Issue (and the arrangements associated with it) at any time prior to Initial Admission in certain circumstances. If this right is exercised, the Initial Issue and these arrangements will lapse and any monies received in respect of the Initial Issue will be returned to applicants without interest at the applicant's risk.
The Issue Agreement provides for Stifel to be paid commission of 1.25 per cent. by the Company in respect of the Gross Issue Proceeds pursuant to the Initial Issue. Stifel is entitled, at its discretion and out of its own resources, at any time to rebate to some or all of its investors, or to other parties, part or all of its fees relating to the Initial Issue.
Further details of the terms of the Issue Agreement are set out in paragraph 8.1 of Part 8 of the Registration Document .
The terms and conditions which shall apply to any subscription for New Ordinary Shares pursuant to the Placing or any Placing-Only Issue are set out in Part 3 of this document.
The Offer for Subscription will open on 19 September 2018 and the latest time for receipt of the Offer for Subscription Application Forms will be 3.00 p.m. on 8 October 2018. Initial Admission is expected to occur and unconditional dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on 12 October 2018.
The terms and conditions of applications under the Offer for Subscription are set out in Part 4 of this Securities Note and an offer for Subscription Application Form is set out at the end of this Securities Note. These terms and conditions should be read carefully before an application is made. Prospective investors should consult their respective stockbrokers, bank managers, solicitors, accountants or other duly authorised appropriate independent financial advisers if they are in doubt. Offer for Subscription Application Forms, accompanied by a cheque or duly endorsed banker's draft, should be returned by post or by hand (during normal business hours only) to the Receiving Agent, Computershare Investor Services by no later than 3.00 p.m. on 8 October 2018. If you wish to make payment electronically please contact Computershare at [email protected], which will provide you with the necessary bank account details and a reference number to quote when making payment. Applicants choosing to settle via CREST, that is DVP will need to match their instructions to Computershare's participant account 8RA28 by no later than 1.00 p.m. on 11 October 2018, allowing for the delivery and acceptance of the New Ordinary Shares to be made against payment of the Issue Price per New Ordinary Share, following the CREST matching criteria set out in the Application Form.
Applications under the Offer for Subscription must be for New Ordinary Shares with a minimum subscription amount of £1,000 and thereafter in multiples of £1,000, or such lower amounts as Stifel and the Company may agree.
The costs of the Initial Issue will (provided that the Initial Issue proceeds) be borne out of the proceeds of the Initial Issue. The total costs of the Initial Issue (including any commissions) are expected to be approximately £3 million, assuming that the Company raises Gross Issue Proceeds of approximately £200 million pursuant to the Initial Issue. If the Company were to raise maximum Gross Issue Proceeds of £253 million, the costs of the Initial Issue are expected to be approximately £3.7 million.
The Board may increase the size of the Initial Issue by up to a maximum of 50,000,000 additional New Ordinary Shares if they, in consultation with Stifel and the Investment Adviser, believe there is sufficient investor demand and assets available and suitable for investment. Where the size of the Initial Issue is increased above 238,679,245 New Ordinary Shares, the maximum aggregate number of Ordinary Shares available for issuance under the Share Issuance Programme shall be reduced by the amount of such increase, subject to a maximum of 50 million Ordinary Shares.
In the event that there are any significant changes affecting any of the matters described in the Prospectus (or any document incorporated into it by reference) or where any significant new matters have arisen after the publication of the Prospectus and prior to Initial Admission, the Company will publish a supplementary prospectus. The supplementary prospectus will give details of the significant change(s) or the significant new matter(s).
Should the Initial Issue be aborted or fail to complete for any reason, monies received will be returned without interest at the risk of the applicant. In the event that applications for the New Ordinary Shares are in excess of the target amount, the Company may scale back applications made in such manner as it shall determine in its discretion (in consultation with Stifel) and thereafter no further commitments or applications will be accepted and the Initial Issue will be closed.
Definitive certificates in respect of the New Ordinary Shares in certificated form will be dispatched by post on or around 19 October 2018. Temporary documents of title will not be issued.
Pursuant to anti-money laundering laws and regulations with which the Company must comply in Guernsey, the Company and its agents (and their agents) may require evidence in connection with any application for New Ordinary Shares, including further identifications of the applicant(s), before any New Ordinary Shares are issued.
Shortly after Initial Admission, the Company will seek to repay the drawn commitments under its Revolving Credit Facility. As at 18 September 2018, the Company had drawn an amount of approximately £116.2 million from its multi-currency Revolving Credit Facility. Any Net Issue Proceeds in excess of the amount drawn under its Revolving Credit Facility on Initial Admission shall be deployed into the Company's near term Pipeline of investment opportunities, in accordance with the Company's Investment Policy.
To the extent that the Company raises an amount lower than the amount drawn under its Revolving Credit Facility on Initial Admission, the Net Issue Proceeds will be solely used to pay down the Revolving Credit Facility to the extent possible.
The Group has not entered into any legally binding documentation to acquire any assets in the Pipeline described in Part 6 of the Registration Document. These investments have been identified by the Investment Adviser as being either available for purchase as at the date of this Securities Note, or shortly after Initial Admission. However, there can be no assurance that any of these investments will remain available for purchase after Initial Admission or, if available, at what price (if a price can be agreed at all) the investments can be acquired by the Group.
The Initial Issue is conditional, inter alia, upon the following:
(i) Initial Admission occurring and becoming effective by 8.00 a.m. (London time) on or around 12 October 2018 (or such later time and/or date, not being later than 8.30 a.m. on 30 November 2018, as the Company and Stifel may agree);
If the above conditions are not met on or before 8.30 a.m. on 30 November 2018, the Initial Issue will lapse and any subscriptions received will be returned to Applicants, at their risk, without interest.
If a Qualifying Shareholder does not participate in the Placing or in the Offer for Subscription and the Initial Issue is fully subscribed, but the Qualifying Shareholder:
Payment for the New Ordinary Shares in the case of the Placing should be made in accordance with settlement instructions provided to Placees by (or on behalf of) Stifel or the Company and in accordance with the instructions set out in Part 4 of this Securities Note in the case of the Offer for Subscription.
The New Ordinary Shares will be issued in registered form and may be held in either certificated or uncertificated form. In the case of New Ordinary Shares held in uncertificated form, the Articles permit the holding and transfer of New Ordinary Shares under CREST. CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by certificate and transferred otherwise than by written instrument. The Directors will apply for the New Ordinary Shares to be admitted to CREST. The records in respect of New Ordinary Shares held in uncertificated form will be maintained by Euroclear U.K. & Ireland Limited, the Registrar and the Receiving Agent (details of whom are set out on pages 15 and 16 of this document).
The Company will arrange for Euroclear U.K. & Ireland Limited to be instructed, on or around 12 October 2018 to credit the appropriate CREST accounts of the subscribers concerned or their nominees with their respective entitlements to New Ordinary Shares. The names of subscribers or their nominees investing through their CREST accounts will be entered directly on to the share register of the Company.
The transfer of New Ordinary Shares out of the CREST system following the Initial Issue should be arranged directly through CREST. However, an investor's beneficial holding held through the CREST system may be exchanged, in whole or in part, only upon the specific request of the registered holder to CREST for share certificates or an uncertificated holding in definitive registered form. If a Ordinary Shareholder or transferee requests New Ordinary Shares to be issued in certificated form and is holding such New Ordinary Shares outside CREST, a share certificate will be dispatched either to him or his nominated agent (at his risk) within 21 days of completion of the registration process or transfer, as the case may be, of the New Ordinary Shares. Ordinary Shareholders holding definitive certificates may elect at a later date to hold such New Ordinary Shares through CREST or in uncertificated form provided they surrender their definitive certificates.
This Securities Note does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, New Ordinary Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company.
The Company has elected to impose the restrictions described below on the Initial Issue and on the future trading of the New Ordinary Shares so that (i) the Company will not be required to register the offer and sale of the New Ordinary Shares under the U.S. Securities Act, (ii) so that the Company will not have an obligation to register as an investment company under the U.S. Investment Company Act and related rules and (iii) to address certain ERISA, U.S. Tax Code, and other considerations. These transfer restrictions will remain in effect until the Company determines in its sole discretion to remove them. The Company and its agents will not be obligated to recognise any resale or other transfer of the New Ordinary Shares made other than in compliance with the restrictions described below.
The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and the New Ordinary Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States, and under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act. There will be no offer or sale of the New Ordinary Shares in the United States.
The New Ordinary Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons (and who are not acting for the account or benefit of any U.S. Person) pursuant to Regulation S under the U.S. Securities Act which provides an exemption from requirement to register such offers and sales under the U.S. Securities Act.
Moreover, the Company has not been and will not be registered under the U.S. Investment Company Act and investors will not be entitled to the benefits of the U.S. Investment Company Act.
Each subscriber of New Ordinary Shares in the Initial Issue and each subsequent investor in the New Ordinary Shares as of the date it subscribes for or otherwise receives such New Ordinary Shares will be deemed to have represented, warranted, acknowledged and agreed as follows:
Each subscriber of New Ordinary Shares in the Initial Issue will be deemed to have represented, warranted, acknowledged and agreed as follows:
2.5 It is anticipated that dealings in the Ordinary Shares will commence no more than two Business Days after the trade date for each issue of Ordinary Shares. Whilst it is expected that all Ordinary Shares issued pursuant to a particular issuance will be issued in uncertificated form, if any Ordinary Shares are issued in certificated form it is expected that share certificates would be despatched approximately two weeks after Admission of the relevant Ordinary Shares. No temporary documents of title will be issued.
2.6 Ordinary Shares issued pursuant to the Share Issuance Programme will rank pari passu with the existing Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant Ordinary Shares).
The Directors believe that instituting the Share Issuance Programme and the ability to issue further Ordinary Shares under it will:
Typical investors in the Company pursuant to the Share Issuance Programme are expected to be institutional and sophisticated investors and private clients through their wealth managers.
7.1 Applications will be made for all of the Ordinary Shares issued pursuant to the Share Issuance Programme to be admitted to the Premium Listing segment of the Official List and for all such Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities. All allotments of Ordinary Shares will be conditional on Admission occurring in relation to the relevant Ordinary Shares. The timing of the applications for any Admission and their approval are not known at the date of this Securities Note. No application is expected to be made for the Ordinary Shares to be listed or dealt in on any stock exchange or investment exchange other than the London Stock Exchange.
1. INTRODUCTION IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING AND/OR ANY PLACING PURSUANT TO A PLACING-ONLY ISSUE UNDER THE SHARE ISSUANCE PROGRAMME (A "FURTHER PLACING").
THIS SECURITIES NOTE AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S. PERSONS OR, IN OR INTO THE UNITED STATES, THE EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING AND/OR ANY FURTHER PLACING FOR INVITED PLACEES ONLY.
THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING OR FURTHER PLACING (AS THE CASE MAY BE) ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EU, OTHER THAN TO QUALIFIED INVESTORS, WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING OR FURTHER PLACING (AS THE CASE MAY BE). THIS PART 3 AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE ORDER; (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS PART 3 AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PART 3 AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS SECURITIES NOTE IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS SECURITIES NOTE HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THIS SECURITIES NOTE, INCLUDING THIS PART 3, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS SECURITIES NOTE, INCLUDING THIS PART 3, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN NEW ORDINARY SHARES. THE PRICE OF THE NEW ORDINARY SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE NEW ORDINARY SHARES.
The Company and Stifel will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
1.5 Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Part 3 of the Securities Note of which it forms part should seek appropriate advice before taking any action.
3. APPLICATION FOR ADMISSION TO TRADING Application will be made to the UK Listing Authority and the London Stock Exchange for Admission of any New Ordinary Shares issued pursuant to the Initial Issue or any Further Placing (as the case may be). Subject to, amongst other things, the Minimum Net Proceeds having been raised under the Initial Issue, it is expected that settlement of any such New Ordinary Shares and Initial Admission will become effective on or around 8.00 a.m. on 12 October 2018 and that dealings in the New Ordinary Shares issued pursuant to the Initial Issue will commence at that time. Admission of any New Ordinary Shares issued pursuant to any Further Issue will occur on or around 8.00 a.m. on such date as may be agreed between the Company and Stifel prior to the closing of that Further Placing, not being later than 18 September 2019.
4. PAYMENT FOR SHARES Each Placee must pay the Issue Price (in relation to the Placing) or the relevant Share Issuance Programme Price (in relation to any Further Placing) for the New Ordinary Shares issued to the Placee in the manner and by the time directed by Stifel. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for New Ordinary Shares shall at Stifel's discretion either be rejected or accepted in which case paragraph 9.5 of this Part 3 shall apply to such application.
5.10 To the fullest extent permissible by law, none of the Company, Stifel or any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise of these terms and conditions). In particular, none of the Company, Stifel or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Stifel's conduct of the Placing or any Further Placing (as the case may be). Each Placee acknowledges and agrees that the Company is responsible for the allotment of the New Ordinary Shares to the Placees and Stifel shall have no liability to the Placees for the failure of the Company to fulfil those obligations.
6.5 Neither Stifel nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing or Further Placing (as the case may be) nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing or Further Placing (as the case may be) generally and by participating in the Placing or Further Placing (as the case may be) each Placee agrees that any such decision is within the absolute discretion of Stifel.
7. RIGHT TO TERMINATE UNDER THE ISSUE AGREEMENT 7.1 Stifel is entitled, at any time before Initial Admission or the Admission of any New Ordinary Shares issued pursuant to a Further Placing, to terminate the Issue Agreement by giving notice to the Company in certain circumstances, including, inter alia:
7.2 The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Issue Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing or Further Placing (as the case may be), Placees agree that the exercise by Stifel of any right of termination or other discretion under the Issue Agreement shall be within the absolute discretion of Stifel, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against Stifel, the Company or any of their respective directors or employees under the Issue Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).
8. PROSPECTUS 8.1 The Prospectus has been approved by the FCA. A Placee may only rely on the information contained in the Prospectus (as amended by any supplementary prospectus) in deciding whether or not to participate in the Placing or Further Placing (as the case may be).
By participating in the Placing or Further Placing (as the case may be), each Placee acknowledges to and agrees with Stifel for itself and as agent for the Company that, except in relation to the information contained in the Prospectus (as amended by any supplementary prospectus), it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing or Further Placing (as the case may be). Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
9.7 Insofar as New Ordinary Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such New Ordinary Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing or Further Placing (as the case may be).
10. REPRESENTATIONS, WARRANTIES AND FURTHER TERMS 10.1 By participating in the Placing or Further Placing (as the case may be), each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and Stifel, namely that, each Placee (and any person acting on such Placee's behalf):
(e) acknowledges that Stifel does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Stifel is not acting for it or its clients and that Stifel will not be responsible for providing protections to it or its clients;
(f) acknowledges that none of Stifel, any of its affiliates or any person acting on behalf of it or them has or shall have any liability for the Prospectus (and/or any supplementary prospectus), any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Stifel such evidence, if any, as to the identity or location or legal status of any person which Stifel may request from it in connection with the Placing or Further Placing (as the case may be) (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Stifel on the basis that any failure by it to do so may result in the number of New Ordinary Shares that are to be purchased by it or at its direction pursuant to the Placing or Further Placing (as the case may be) being reduced to such number, or to nil, as Stifel may decide at its sole discretion;
Ordinary Shares for each managed account; (ii) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Part 3 and the Prospectus of which it forms part; and (iii) to receive on its behalf any investment letter relating to the Placing or Further Placing (as the case may be) in the form provided to it by Stifel;
(aa) agrees that the Company, Stifel and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Stifel on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce the Prospectus or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;
(bb) agrees to indemnify on an after-tax basis and hold the Company, Stifel and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Part 3 and further agrees that the provisions of this Part 3 shall survive after completion of the Placing or Further Placing (as the case may be);
notwithstanding any Target Market Assessment undertaken by the Investment Adviser and Stifel, it confirms that it has satisfied itself as to the appropriate knowledge, whom it plans to distribute the New Ordinary Shares and that it has considered the compatibility of the risk/reward profile of such New Ordinary Shares with the end target market;
it acknowledges that the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New 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; and
10.7 When a Placee or person acting on behalf of the Placee is dealing with Stifel, any money held in an account with Stifel on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Stifel's money in accordance with the client money rules and will be used by Stifel in the course of its own business and the Placee will rank only as a general creditor of Stifel.
10.8 All times and dates in the Prospectus may be subject to amendment. Stifel shall notify the Placees and any person acting on behalf of the Placees of any changes.
10.10 Stifel is entitled, at its discretion and out of its own resources, at any time to rebate to some or all of its investors, or to other parties (including the Investment Adviser), part or all of its fees relating to the Placing or Further Placing (as the case may be).
11. DATA PROTECTION 11.1 Each prospective Placee acknowledges and agrees that it has read the Privacy Notice.
11.6 If the Placee passes personal data of any of its or its Affiliates' employees, representatives, beneficial owners, agents and subcontractors to the Company or its agents, the Placee warrants that it has provided adequate notice to such employees, representatives, beneficial owners, agents and subcontractors including the detail set out in this paragraph 11 and the Privacy Notice and as required by DP law relating to the processing by the Company or its agents as applicable of such personal data and to the transfer of such personal data outside the EEA.
11.7 If the Placee passes personal data of any of its shareholders, investors or clients to the Company, the Placee warrants that it will provide the Privacy Notice or equivalent wording to such shareholders, investors or clients.
such number of offered New Ordinary Shares as is referred to therein and shall thereby be deemed to agree to provide the Company (or any of its agents) with such information and other evidence as the Company (or any of its agents) may require to satisfy the verification of identity requirements.
in respect of New Ordinary Shares is/are lodged by hand by the Applicant and the accompanying payment is not the Applicant's own cheque, he or she should ensure that he or she has with him or her evidence of identity bearing his or her photograph (for example, his or her passport) and separate evidence of his or her address.
despatch by post to, or (in the case of delivery by hand during normal business hours only) on receipt by, the Receiving Agent of your Offer for Subscription Application Form;
(j) agree that all Applications, acceptances of Applications and contracts resulting from such acceptances shall be governed by, and construed in accordance with, English law, and that you submit to the jurisdiction of the English courts and agree that nothing shall limit the right of the Company to bring any action, suit or proceeding arising out of or in connection with any such Applications, acceptances of Applications and contracts in any other manner permitted by law or in any court of competent jurisdiction;
(k) confirm that in making such Application, neither you nor any person on whose behalf you are applying are relying on any information or representation in relation to the Company other than the information contained in the Prospectus and, accordingly, you agree that no person (responsible solely or jointly for the Prospectus or any part thereof or involved in the preparation thereof) shall have any liability for any such information or representation;
registration or other legal or regulatory requirements. It is the responsibility of any person outside the UK wishing to apply for New Ordinary Shares under the Offer for Subscription to satisfy himself as to full observance of the laws of any relevant territory in connection with any such Application, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in any such territory and paying any issue, transfer or other taxes required to be paid in any such territory.
2.19.3 to update and maintain records for the Company, including maintaining statutory registers, which is necessary to comply with the Company's legal obligations;
2.19.4 to carry out anti-money laundering checks and other actions in an attempt to detect, prevent, investigate and prosecute fraud and crime, which the Company considers necessary for compliance with the Company's legal obligations, for the performance of a task being carried out in the public interest and/ or to pursue the Company's legitimate interests (including for the prevention of fraud, money laundering, sanctions, terrorist financing, bribery, corruption and tax evasion);
Offer for Subscription Application Form, including if the accompanying cheque or banker's draft is for the wrong amount.
2.24 Applicants wishing to exercise or direct the exercise of statutory withdrawal rights pursuant to Section 87Q(4) of FSMA after the issue by the Company of a prospectus supplementary to the Prospectus must do so by lodging a written notice of withdrawal within two Business Days commencing on the Business Day after the date on which the supplementary prospectus is published. The withdrawal notice must include the full name and address of the person wishing to exercise statutory withdrawal rights and, if such person is a CREST member, the participant ID and the member account ID of such CREST member. The notice of withdrawal must be deposited by post with the Receiving Agent, Computershare Investor Services PLC, Corporate Action Projects, Bristol BS99 6AH or by hand only (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, so as to be received before the end of the withdrawal period. Please call Computershare Investor Services PLC on 0370 707 4040 from within the UK or on +44 370 707 4040 if calling from outside the UK. Lines are open between 8.30 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Open Offer nor give any financial, legal or tax advice. Notice of withdrawal given by any other means or which is deposited with the Registrar after expiry of such period will not constitute a valid withdrawal, provided that the Company will not permit the exercise of withdrawal rights after payment by the relevant person for the New Ordinary Shares applied for in full and the allotment of such New Ordinary Shares to such person becoming unconditional save to the extent required by statute. In such event, applicants are advised to seek independent legal advice.
The Company may issue up to 149,420,048 New Ordinary Shares at the Issue Price under the Open Offer.
The Open Offer is an opportunity for Qualifying Shareholders to apply for New Ordinary Shares pro rata to their holdings as at the Record Date at the Issue Price on the basis of 2 New Ordinary Shares for every 11 existing Ordinary Shares held at the Record Date in accordance with the terms of the Open Offer.
The Record Date for entitlements, under the Open Offer for Qualifying CREST Shareholders and Qualifying Non-CREST Shareholders is 6.00 p.m. on 14 September 2018. Open Offer Application Forms for Qualifying Non-CREST Shareholders accompany this Securities Note.
Application will be made to the FCA and the London Stock Exchange for Admission. The latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer and settlement of relevant instructions (as appropriate) is 11.00 a.m. on 8 October 2018 with Initial Admission and commencement of dealings in New Ordinary Shares expected to take place at 8.00 a.m. on 12 October 2018.
This document and, for Qualifying Non-CREST Shareholders only, the Open Offer Application Forms contain the formal terms and conditions of the Open Offer. Your attention is drawn to paragraphs 4.1 and 4.2 of this Part 5 which gives details of the procedure for application and payment for the New Ordinary Shares under the Open Offer.
The Excess Application Facility is an opportunity for Existing Shareholders who have applied for all of their Basic Entitlements to apply for additional New Ordinary Shares. The Excess Application Facility will be comprised of New Ordinary Shares that are not taken up by Existing Shareholders under the Open Offer pursuant to their Basic Entitlements and aggregate fractional entitlements under the Open Offer adjusted to include/remove any New Ordinary Shares from the Excess Application Facility that the Directors determine, in their absolute discretion, should be reallocated to/from the Placing and/or Offer for Subscription (as appropriate).
Applications by Qualifying Shareholders for Excess Shares under the Excess Application Facility will be limited to a maximum number of Excess Shares equal to five times the Basic Entitlement of such Qualifying Shareholders at the Record Date. If the total number of Excess Shares applied for by all Qualifying Shareholders exceeds the total number of Excess Shares available, applications shall be scaled back pro rata taking into account the number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility and their Basic Entitlements or allocated in such manner as the Board may, in its absolute discretion, may determine.
If you sell or have sold or otherwise transferred your Ordinary Shares in certificated form before 19 September 2018 (being the ex-entitlement date for the Open Offer), please send this document, together with any Open Offer Application Form, if received, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee except that this document and the Open Offer Application Form should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so may constitute a violation of local securities laws or regulations, including, but not limited to, the Excluded Territories. If you sell or have sold or otherwise transferred all or some of your Ordinary Shares held in uncertificated form before 19 September 2018 (being the ex-entitlement date for the Open Offer), a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number of Basic Entitlements and Excess CREST Open Offer Entitlements to the purchaser or transferee. If you sell or have sold or have otherwise transferred only part of your holding of Ordinary Shares held in certificated form before 19 September 2018 (being the ex-entitlement date for the Open Offer), you should refer to the instruction regarding split applications in this Part 5.
Subject to the terms and conditions set out below (and, in the case of Qualifying Non-CREST Shareholders, in the Open Offer Application Form), under the Open Offer, an aggregate of 149,420,048 New Ordinary Shares will be made available to Qualifying Shareholders at the Issue Price pro rata to their holdings of Ordinary Shares, on the terms and subject to the conditions of the Open Offer on the basis of:
held and registered in their name at the Record Date.
The offer price per New Ordinary Share is 106.0 pence.
Holdings of Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer, as will holdings under different designations and in different accounts.
If you are a Qualifying Non-CREST Shareholder, the Open Offer Application Form shows the number of New Ordinary Shares available to you under your Basic Entitlement (in Box 6). Qualifying Non-CREST Shareholders who wish to apply to subscribe for more than their Basic Entitlement should complete Boxes 2, 2A, 3 and 4 on the Open Offer Application Form. Excess applications may be allocated in such manner as the Directors may determine, in their absolute discretion, following consultation with Stifel, and no assurance can be given that applications by Existing Shareholders will be met in full or in part or at all.
Qualifying CREST Shareholders will have Basic Entitlements and Excess CREST Open Offer Entitlements credited to their stock accounts in CREST and should refer to paragraph 4.2 of this Part 5 for information on the relevant CREST procedures. Qualifying CREST Shareholders can also refer to the CREST Manual for further information on the relevant CREST procedures. The Basic Entitlements and Excess CREST Open Offer Entitlements are expected to be credited to CREST accounts as soon as possible after 8.00 a.m. on 20 September 2018.
Shareholders should be aware that the Open Offer is not a rights issue. As such, Qualifying Non-CREST Shareholders should note that their Open Offer Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Basic Entitlements and the Excess CREST Open Offer Entitlements will be admitted to CREST, and enabled for settlement, neither the Basic Entitlements nor the Excess CREST Open Offer Entitlements will be tradeable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. New Ordinary Shares for which application has not been made under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their entitlements will have no rights, and will not receive any benefit, under the Open Offer. Any New Ordinary Shares which are not applied for in respect of the Open Offer may be allotted to Qualifying Shareholders to meet valid applications under the Excess Application Facility or may be issued to the subscribers under the Placing and/or the Offer for Subscription, with the proceeds retained for the benefit of the Company.
The balance of the New Ordinary Shares (being 39,259,197 New Ordinary Shares), together with any New Ordinary Shares not taken up by Qualifying Shareholders under the Open Offer (including under the Excess Application Facility), will be made available, at the discretion of the Directors, under the Placing and/or Offer for Subscription.
Existing Shareholders may also subscribe for New Ordinary Shares in excess of their Basic Entitlement through the Placing and/or Offer for Subscription, as appropriate.
The Open Offer is conditional upon, amongst other things, Initial Admission becoming effective by not later than 8.00 a.m. on 12 October 2018 or such later time and/or date as the Company and/or Stifel may agree (being not later than 8.30 a.m. on 30 November 2018), the Issue Agreement becoming unconditional in all respects (other than as to Initial Admission) and the Minimum Net Proceeds being raised. A summary of the Issue Agreement is set out in paragraph 8.1 of Part 8 of the Registration Document.
Accordingly, if these conditions are not satisfied or waived (where capable of waiver), the Open Offer will not proceed and any applications made by Qualifying Shareholders will be rejected. In such circumstances, application monies will be returned (at the applicant's sole risk), without interest, as soon as practicable thereafter.
No temporary documents of title will be issued. Definitive certificates in respect of New Ordinary Shares are expected to be posted to those Qualifying Shareholders who have validly elected to hold their New Ordinary Shares in certificated form on or around 19 October 2018. In respect of those Qualifying Shareholders who have validly elected to hold their New Ordinary Shares in uncertificated form, the New Ordinary Shares are expected to be credited to their stock accounts maintained in CREST on 12 October 2018.
Application will be made for Initial Admission. Initial Admission is expected to occur on 12 October 2018, when dealings in the New Ordinary Shares are expected to begin.
All monies received by the Receiving Agent in respect of New Ordinary Shares will be credited to a noninterest bearing account by the Receiving Agent.
If for any reason it becomes necessary to adjust the expected timetable as set out in this document, the Company will notify the UK Listing Authority and make an appropriate announcement to a Regulatory Information Service giving details of the revised dates.
The action to be taken by you in respect of the Open Offer depends on whether you hold your Ordinary Shares in certificated or uncertificated form.
Qualifying Non-CREST Shareholders will receive the Open Offer Application Form enclosed with this document. The Open Offer Application Form shows Qualifying Non-CREST Shareholders the number of New Ordinary Shares available under their Basic Entitlement that can be allotted in certificated form. Qualifying CREST Shareholders will be allotted New Ordinary Shares in CREST. Qualifying Shareholders who hold part of their Ordinary Shares in uncertificated form will be allotted New Ordinary Shares in uncertificated form to the extent that their entitlement to New Ordinary Shares arises as a result of holding Ordinary Shares in uncertificated form. However, it will be possible for Qualifying Shareholders to deposit Basic Entitlements into, and withdraw them from, CREST. Further information on deposit and withdrawal from CREST is set out in paragraph 4.2.7 of this Part 5.
CREST sponsored members should refer to their CREST sponsor as only their CREST sponsor will be able to take the necessary action specified below to apply under the Open Offer in respect of the Basic Entitlements and Excess CREST Open Offer Entitlements of such members held in CREST. CREST members who wish to apply for New Ordinary Shares in respect of their Basic Entitlements and Excess CREST Open Offer Entitlements in CREST should refer to the CREST Manual for further information on the CREST procedures referred to below.
Qualifying Shareholders who do not wish to apply for the New Ordinary Shares under the Open Offer should take no action and should not complete or return the Open Offer Application Form, or send a USE message through CREST.
4.1.1 General
Subject as provided in paragraph 6 of this Part 5 of this Securities Note in relation to certain Overseas Shareholders, Qualifying Non-CREST Shareholders will receive an Open Offer Application Form. The Open Offer Application Form shows the number of New Ordinary Shares available to them under their Basic Entitlement in Box 6. Entitlements to New Ordinary Shares are rounded down to the nearest whole number and fractional Basic Entitlements have therefore also been rounded down. Box 6A shows how much they would need to pay if they wish to take up their Basic Entitlement in full. Qualifying Non-CREST Shareholders may apply for less than their entitlement should they wish to do so. Qualifying Non-CREST Shareholders may also hold such an Open Offer Application Form by virtue of a bona fide market claim. Qualifying Non-CREST Shareholders may also apply for additional New Ordinary Shares under the Excess Application Facility by completing Boxes 2, 2A, 3 and 4 on the Open Offer Application Form.
The instructions and other terms set out in the Open Offer Application Form form part of the terms of the Open Offer in relation to Qualifying Non-CREST Shareholders.
Applications to acquire New Ordinary Shares under the Open Offer may only be made on an Open Offer Application Form by the Qualifying Non-CREST Shareholder named in it or by a person entitled by virtue of a bona fide market claim in relation to a purchase of Ordinary Shares through the market prior to the date upon which the Ordinary Shares were marked "ex" the entitlement to participate in the Open Offer (being 8.00 a.m. on 19 September 2018). Open Offer Application Forms may not be assigned, transferred or split, except to satisfy bona fide market claims up to 3.00 p.m. on 4 October 2018. The Open Offer Application Form is not a negotiable document and cannot be separately traded. A Qualifying Non-CREST Shareholder who has sold or otherwise transferred all or part of his holding of Ordinary Shares prior to the date upon which the Ordinary Shares were marked "ex" the entitlement to participate in the Open Offer, should consult his broker or other professional adviser as soon as possible, as the invitation to acquire New Ordinary Shares under the Open Offer may be a benefit which may be claimed by the transferee. Qualifying Non-CREST Shareholders who have sold all of their registered holdings should, if the market claim is to be settled outside CREST, complete Box 8 on the Open Offer Application Form and immediately forward this Open Offer Application Form together with any accompanying documents at once to the purchaser or transferee or stockbroker or bank or other agent through whom the sale was effected, for delivery to the purchaser or transferee (save that this Open Offer Application Form should not be submitted or forwarded in or into the United States or any of the Excluded Territories or any jurisdiction where it would or may be unlawful to do so, unless pursuant to an applicable exemption). If you have sold or transferred only some of the Ordinary Shares, you should complete Box 8 and return the Open Offer Application Form by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, accompanied by a letter stating the number of split Open Offer Application Forms required and the total number of New Ordinary Shares to be included in each split Open Offer Application Form. The latest time and date for splitting is 3.00 p.m. on 4 October 2018. If the market claim is to be settled in CREST, the beneficiary of the claim should follow the procedure set out in paragraph 4.2.2 below.
Existing Shareholders who have taken up their Basic Entitlement may apply to acquire additional New Ordinary Shares using the Excess Application Facility, should they wish. Qualifying Non-CREST Shareholders wishing to apply for additional New Ordinary Shares, may do so by completing Boxes 2, 2A, 3 and 4 of the Open Offer Application Form. The maximum number of New Ordinary Shares to be issued under the Excess Application Facility shall be limited to: (a) the maximum size of the Initial Issue; less (b) New Ordinary Shares issued under the Open Offer pursuant to Existing Shareholders' Basic Entitlements and any New Ordinary Shares that the Directors determine to issue under the Placing and/or Offer for Subscription. Applications by Qualifying Shareholders for Excess Shares under the Excess Application Facility will be limited to a maximum number of Excess Shares equal to five times the Basic Entitlement of such Qualifying Shareholders at the Record Date. If the total number of Excess Shares applied for by all Qualifying Shareholders exceeds the total number of Excess Shares available, applications shall be scaled back pro rata to the number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility or allocated in such manner as the Board may, in its absolute discretion, determine. Excess monies in respect of applications which are not met in full will be returned to the applicant (at the applicant's risk) without interest as soon as practicable thereafter by way of cheque or CREST payment, as appropriate.
4.1.4 Qualifying Non-CREST Shareholders wishing to apply to acquire New Ordinary Shares to which they are entitled under the Open Offer should complete the Open Offer Application Form in accordance with the instructions printed on it.
Completed Open Offer Application Forms should be posted in the accompanying prepaid envelope or returned by post to the Receiving Agent, Computershare Investor Services PLC at Corporate Actions Projects, Bristol, BS99 6AH or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE (who will act as Receiving Agent in relation to the Open Offer) so as to be received by the Receiving Agent by no later than 11.00 a.m. on 8 October 2018, after which time Open Offer Application Forms will not be valid. Qualifying Non-CREST Shareholders should note that applications, once made, will be irrevocable (subject to paragraph 7 below) and receipt thereof will not be acknowledged. If an Open Offer Application Form is being sent by first-class post in the UK, Qualifying Non-CREST Shareholders are recommended to allow at least four working days for delivery.
All payments must be in pounds sterling and made by cheque or banker's draft made payable to "Computershare Investor Services PLC re: Sequoia Economic Infrastructure Income Fund Limited Open Offer A/C" and crossed "a/c payee only". Cheques or banker's drafts must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right-hand corner and must be for the full amount payable on application. Third party cheques will not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the cheque or draft to confirm that the relevant Qualifying Shareholder has title to the underlying funds. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted.
Cheques or bankers drafts will be presented for payment upon receipt. The Company reserves the right to instruct the Receiving Agent to seek special clearance of cheques and banker's drafts to allow the Company to obtain value for remittances at the earliest opportunity (and withhold definitive share certificates (or crediting to the relevant member account, as applicable pending clearance thereof). No interest will be paid on payments made before they are due. It is a term of the Open Offer that cheques shall be honoured on first presentation and the Company may elect to treat as invalid acceptances in respect of which cheques are not so honoured. All documents, cheques and banker's drafts sent through the post will be sent at the risk of the sender. Payments via CHAPS, BACS or electronic transfer will not be accepted.
If cheques or banker's drafts are presented for payment before the conditions of the Initial Issue are fulfilled, the application monies will be credited to a non-interest bearing account by the Receiving Agent. If the Initial Issue does not become unconditional, no New Ordinary Shares will be issued and all monies will be returned (at the applicant's sole risk), without payment of interest, to applicants as soon as practicable following the lapse of the Initial Issue.
The Company may in its sole discretion, but shall not be obliged to, treat an Open Offer Application Form as valid and binding on the person by whom or on whose behalf it is lodged, even if not completed in accordance with the relevant instructions or not accompanied by a valid power of attorney where required, or if it otherwise does not strictly comply with the terms and conditions of the Open Offer. The Company further reserves the right (but shall not be obliged) to accept either:
Multiple applications will not be accepted. All documents and remittances sent by post by or to an applicant (or as the applicant may direct) will be sent at the applicant's own risk.
If New Ordinary Shares have already been allotted to a Qualifying Non-CREST Shareholder and such Qualifying Non-CREST Shareholder's cheque or banker's draft is not honoured upon first presentation or such Qualifying Non-CREST Shareholder's application is subsequently otherwise deemed to be invalid, Stifel shall be authorised (in its absolute discretion as to manner, timing and terms) to make arrangements, on behalf of the Company, for the sale of such Qualifying Non-CREST Shareholder's New Ordinary Shares and for the proceeds of sale (which for these purposes shall be deemed to be payments in respect of successful applications) to be paid to and retained by the Company. Neither Stifel nor the Company nor any other person shall be responsible for, or have any liability for, any loss, expense or damage suffered by such Qualifying Non-CREST Shareholders.
By completing and delivering an Open Offer Application Form the applicant:
(d) represents and warrants to the Company, the Receiving Agent and Stifel that he is the Qualifying Shareholder originally entitled to his Basic Entitlement or that he received such Basic Entitlement by virtue of a bona fide market claim;
(e) represents and warrants to the Company, the Receiving Agent and Stifel that if he has received some or all of his Basic Entitlement from a person other than the Company he is entitled to apply under the Open Offer in relation to such Basic Entitlement by virtue of a bona fide market claim;
If an Open Offer Application Form includes a payment for an incorrect sum, the Company reserves the right:
(c) in the case that an excess sum is paid, to treat the application as a valid application for all the New Ordinary Shares referred to in the Open Offer Application Form, refunding any unutilised sum to the applicant (without interest).
All enquiries in connection with the procedure for application and completion of the Open Offer Application Form should be addressed to the Receiving Agent, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE or you can contact the Receiving Agent on 0370 707 4040 from within the UK or on +44 370 707 4040 if calling from outside the UK. Lines are open between 8.30 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Calls may be recorded and randomly monitored for security and training purposes. Please note the Receiving Agent cannot provide advice on the merits of the Open Offer or as to whether applicants should take up their Basic Entitlements or apply for additional New Ordinary Shares under the Excess Application Facility or give any financial, legal or tax advice.
Qualifying Non-CREST Shareholders who do not wish to take up or apply for the New Ordinary Shares under the Open Offer should take no action and should not complete or return the Open Offer Application Form.
A Qualifying Non-CREST Shareholder who is also a CREST member may elect to receive the New Ordinary Shares to which he is entitled in uncertificated form in CREST (please see paragraph 4.2.1 of this Part 5 below for more information).
Subject as provided in paragraph 6 of this Part 5 in relation to certain Overseas Shareholders, each Qualifying CREST Shareholder will receive a credit to his stock account in CREST of his Basic Entitlement equal to the maximum number of New Ordinary Shares for which he is entitled to apply to acquire under the Open Offer. Entitlements to New Ordinary Shares will be rounded down to the nearest whole number and any Basic Entitlements have therefore also been rounded down. Any fractional entitlements to Ordinary Shares will be disregarded in calculating Basic Entitlements.
The CREST stock account to be credited will be an account under the participant ID and member account ID specified in the section headed "Expected Timetable" and below.
If for any reason the Basic Entitlement and/or Excess CREST Open Offer Entitlements cannot be admitted to CREST by, or the stock accounts of Qualifying CREST Shareholders cannot be credited by 8.00 a.m. on 20 September 2018, or such later time and/or date as the Company may decide, an Open Offer Application Form will be sent to each Qualifying CREST Shareholder in substitution for the Basic Entitlements and Excess CREST Open Offer Entitlement which should have been credited to his stock account in CREST. In these circumstances the expected timetable as set out in this document will be adjusted as appropriate and the provisions of this document applicable to Qualifying Non-CREST Shareholders with Open Offer Application Forms will apply to Qualifying CREST Shareholders who receive such Open Offer Application Forms.
CREST members who wish to apply to acquire some or all of their entitlements to New Ordinary Shares should refer to the CREST Manual for further information on the CREST procedures referred to below. Should you need advice with regard to these procedures, please contact the Receiving Agent on telephone number 0370 707 4040 from within the UK or on +44 370 707 4040 if calling from outside the UK. Lines are open between 8.30 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Calls may be recorded and randomly monitored for security and training purposes. Please note the Receiving Agent cannot provide financial advice on the merits of the Open Offer or as to whether applicants should take up their Basic Entitlements nor give any financial, legal or tax advice. If you are a CREST sponsored member you should consult your CREST sponsor if you wish to apply for New Ordinary Shares as only your CREST sponsor will be able to take the necessary action to make this application in CREST.
The Basic Entitlements and the Excess CREST Open Offer Entitlements will constitute separate securities for the purposes of CREST. Although Basic Entitlements and the Excess CREST Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of Basic Entitlements and/or the Excess CREST Open Offer Entitlements may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim transaction. Transactions identified by the CREST Claims Processing Unit as "cum" the Basic Entitlements and the Excess CREST Open Offer Entitlements will generate an appropriate market claim transaction and the relevant Basic Entitlement(s) and Excess CREST Open Offer Entitlements(s) will thereafter be transferred accordingly.
A Qualifying CREST Shareholder that, as a result of a bona fide market claim has received a shortfall of Excess CREST Open Offer Entitlements to their CREST account and would like to apply for a larger number of New Ordinary Shares under the Excess Application Facility or to arrange for a further credit of Excess CREST Open Offer Entitlements to be made should contact the Receiving Agent on 0370 707 4040 from within the UK or on +44 370 707 4040 if calling from outside the UK. Lines are open between 8.30 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Calls may be recorded and randomly monitored for security and training purposes.
Existing Shareholders may apply to acquire additional New Ordinary Shares using the Excess Application Facility, should they wish. The Excess Application Facility enables Qualifying CREST Shareholders to apply for additional New Ordinary Shares in excess of their Basic Entitlement. An Excess CREST Open Offer Entitlement may not be sold or otherwise transferred.
Subject as provided in paragraph 6 below in relation to Overseas Shareholders, the CREST accounts of Qualifying CREST Shareholders will be credited with an Excess CREST Open Offer Entitlement in order for any applications for additional New Ordinary Shares to be settled through CREST.
Qualifying CREST Shareholders should note that, although the Basic Entitlements and the Excess CREST Open Offer Entitlements will be admitted to CREST, they will have limited settlement capabilities (for the purposes of market claims only). Neither the Basic Entitlements nor the Excess CREST Open Offer Entitlements will be tradable or listed and applications in respect of the Open Offer may only be made by the Existing Shareholders originally entitled or by a person entitled by virtue of a bona fide market claim.
To apply for additional New Ordinary Shares pursuant to the Excess Application Facility, Qualifying CREST Shareholders should follow the instructions in paragraph 4.2.6 below and must not return a paper form and cheque.
Should a transaction be identified by the Euroclear UK & Ireland's Claims Processing Unit as "cum" the Basic Entitlement and the relevant Basic Entitlement be transferred, the Excess CREST Open Offer Entitlements will not transfer with the Basic Entitlement claim, but will be transferred as a separate claim. Should a Qualifying CREST Shareholder cease to hold all of his Ordinary Shares as a result of one or more bona fide market claims, the Excess CREST Open Offer Entitlement credited to CREST and allocated to the relevant Existing Shareholder will be transferred to the purchaser. Please note that a separate USE Instruction must be sent in respect of any application under the Excess CREST Open Offer Entitlement.
Applications by Qualifying Shareholders for Excess Shares under the Excess Application Facility will be limited to a maximum number of Excess Shares equal to five times the Basic Entitlement of such Qualifying Shareholders at the Record Date. If the total number of Excess Shares applied for by all Qualifying Shareholders exceeds the total number of Excess Shares available, applications shall be scaled back pro rata to the number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility or allocated in such manner as the Board may, in its absolute discretion, determine. Excess monies in respect of applications which are not met in full will be returned to the applicant (at the applicant's risk) without interest as soon as practicable thereafter by way of cheque or CREST payment, as appropriate.
4.2.4 Unmatched Stock Event ("USE") instructions
Qualifying CREST Shareholders who are CREST members and who want to apply for Ordinary Shares in respect of all or some of their Basic Entitlements and/or Excess CREST Open Offer Entitlements must send (or, if they are CREST sponsored members, procure that their CREST sponsor sends) an USE instruction to Euroclear which, on its settlement, will have the following effect:
The USE instruction must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:
In order for an application under the Open Offer to be valid, the USE instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on 8 October 2018.
In order to assist prompt settlement of the USE instruction, CREST members (or their sponsors, where applicable) may consider adding the following non-mandatory fields to the USE instruction:
CREST members and, in the case of CREST sponsored members, their CREST sponsors, should note that the last time at which a USE instruction may settle on 8 October 2018 in order to be valid is 11.00 a.m. on that day.
In the event that the Initial Issue does not become unconditional by 8.00 a.m. on 12 October 2018 or such later time and date as the Company and Stifel determine (being no later than 8.30 a.m. on 30 November 2018), the Initial Issue will lapse, the Basic Entitlements admitted to CREST will be disabled and the Receiving Agent will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, as soon as practicable thereafter.
4.2.6 Content of USE instruction in respect of Excess CREST Open Offer Entitlements
The USE instruction must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:
In order for an application under the Excess CREST Open Offer Entitlement under the Excess Application Facility to be valid, the USE instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on 8 October 2018.
In order to assist prompt settlement of the USE instruction, CREST members (or their sponsors, where applicable) may consider adding the following non-mandatory fields to the USE instruction:
(i) a contact name and telephone number (in the free format shared note field); and
(ii) a priority of at least 90.
CREST members and, in the case of CREST sponsored members, their CREST sponsors, should note that the last time at which a USE instruction may settle on 8 October 2018 in order to be valid is 11.00 a.m. on that day. Please note that automated CREST generated claims and buyer protection will not be offered on the Excess CREST Open Offer Entitlement security.
In the event that the Initial Issue does not become unconditional by 8.00 a.m. on 12 October 2018 or such later time and date as the Company and Stifel determine (being no later than 8.30 a.m. on 30 November 2018), the Initial Issue will lapse, the Excess CREST Open Offer Entitlements admitted to CREST will be disabled and the Receiving Agent will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, as soon as practicable thereafter.
A Qualifying Non-CREST Shareholder's entitlement under the Open Offer as shown by the number of Basic Entitlements set out in his Open Offer Application Form may be deposited into CREST (either into the account of the Qualifying Shareholder named in the Open Offer Application Form or into the name of a person entitled by virtue of a bona fide market claim), provided that such Qualifying Non-CREST Shareholder is also a CREST member. Similarly, Basic Entitlements and Excess CREST Open Offer Entitlements held in CREST may be withdrawn from CREST so that the entitlement under the Open Offer is reflected in an Open Offer Application Form. Normal CREST procedures (including timings) apply in relation to any such deposit or withdrawal, subject (in the case of a deposit into CREST) as set out in the Open Offer Application Form.
A holder of an Open Offer Application Form who is proposing to deposit the entitlement set out in such form into CREST is recommended to ensure that the deposit procedures are implemented in sufficient time to enable the person holding or acquiring the Basic Entitlements and the entitlement to apply under the Excess Application Facility following their deposit into CREST to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 8 October 2018. After depositing their Basic Entitlements into their CREST account, CREST holders will, shortly after that, receive a credit for their Excess CREST Open Offer Entitlement, which will be managed by the Receiving Agent.
In particular, having regard to normal processing times in CREST and on the part of the Receiving Agent, (i) the recommended latest time for depositing an Open Offer Application Form with the CREST Courier and Sorting Service, where the person entitled wishes to hold the entitlement under the Open Offer set out in such Open Offer Application Form as Basic Entitlements and Excess CREST Open Offer Entitlements in CREST, is 3.00 p.m. on 3 October 2018; and (ii) the recommended latest time for receipt by Euroclear of a dematerialised instruction requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements from CREST is 4.30 p.m. on 2 October 2018 – in either case so as to enable the person acquiring or (as appropriate) holding the Basic Entitlements and Excess CREST Open Offer Entitlements following the deposit or withdrawal (whether as shown in an Open Offer Application Form or held in CREST) to take all necessary steps in connection with applying in respect of the Basic Entitlements, as the case may be, prior to 11.00 a.m. on 8 October 2018. CREST holders inputting the withdrawal of their Basic Entitlements from their CREST account must ensure that they withdraw both their Basic Entitlements and the Excess CREST Open Offer Entitlement.
Delivery of an Open Offer Application Form with the CREST deposit form duly completed whether in respect of a deposit into the account of the Qualifying Shareholder named in the Open Offer Application Form or into the name of another person, shall constitute a representation and warranty to the Company, Stifel and the Receiving Agent by the relevant CREST member(s) that it/they is/are not in breach of the provisions of the notes under the paragraph headed "Instructions for depositing entitlements under the Open Offer into CREST" on page 2 of the Open Offer Application Form, and a declaration to the Company, Stifel and the Receiving Agent from the relevant CREST member(s) that it/they is/are not in, or citizen(s) or resident(s) of, the United States or any other Excluded Territory and, where such deposit is made by a beneficiary of a market claim, a representation and warranty that the relevant CREST member(s) is/are entitled to apply under the Open Offer or the Excess Application Facility by virtue of a bona fide market claim.
A USE instruction complying with the requirements as to authentication and contents set out above which settles by no later than 11.00 a.m. on 8 October 2018 will constitute a valid application under the Open Offer.
CREST members and (where applicable) their CREST sponsors should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of a USE instruction and its settlement in connection with the Open Offer and the Excess Application Facility. 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 valid application is made as stated above and settled by 11.00 a.m. on 8 October 2018. In this connection CREST members and (where applicable) their CREST sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
If a USE instruction includes a CREST payment for an incorrect sum, the Company, through the Registrar, reserves the right:
A CREST member who makes or is treated as making a valid application in accordance with the above procedures thereby:
(a) represents and warrants to the Company, the Receiving Agent and Stifel that he has the right, power and authority, and has taken all action necessary, to make the application under the Open Offer or the Excess Application Facility, as the case may be, and to execute, deliver and exercise his rights, and perform his obligations under any contracts resulting therefrom and that he is not a person otherwise prevented by legal or regulatory restrictions from applying for New Ordinary Shares or acting on behalf of any such person on a non-discretionary basis;
(h) represents and warrants to the Company, the Receiving Agent and Stifel that (i) he is not, nor is he applying for the account or benefit of, or acting on a non-discretionary basis on behalf of, any person who is (A) a U.S. Person or (B) within, or is a resident of, or is a corporation, partnership or other entity created or organised in or under the laws of, the United States or any other Excluded Territory; (ii) he is acquiring the New Ordinary Shares for his own account and is not applying with a view to re offering, re selling, transferring or delivering any of the New Ordinary Shares which are the subject of his application (y) in the United States or to, or for the benefit of, a person who is a U.S. Person or (z) within any other Excluded Territory, or to, or for the benefit of, a person who is a resident of, or which is a corporation, partnership or other entity created or organised in or under any laws of, any Excluded Territory (except where proof satisfactory to the Company has been provided to the Company that he is able to accept the invitation by the Company free of any requirement which the Company (in its absolute discretion) regards as unduly burdensome); and (iii) he is not otherwise prevented by legal or regulatory restrictions from applying for New Ordinary Shares under the Open Offer or the Excess Application Facility;
(i) represents and warrants to the Company, the Receiving Agent and Stifel that he is not, and nor is he applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in Section 93 (depository receipts) or Section 96 (clearance services) of the Finance Act 1986; and
The Company may in its sole discretion:
In the event that the Initial Issue does not become unconditional by 8.00 a.m. on 12 October or such later time and date as the Company and Stifel may agree (being no later than 8.30 a.m. on 30 November 2018), the Initial Issue will lapse, the Basic Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will be disabled and the Receiving Agent will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, as soon as practicable thereafter.
To ensure compliance with the Money Laundering Regulations, the Receiving Agent may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf the Open Offer Application Form is lodged with payment (which requirements are referred to below as the "verification of identity requirements"). If the Open Offer Application Form is submitted by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Receiving Agent. In such case, the lodging agent's stamp should be inserted on the Open Offer Application Form.
The person lodging the Open Offer Application Form with payment and in accordance with the other terms as described above (the "acceptor"), including any person who appears to the Receiving Agent to be acting on behalf of some other person, accepts the Open Offer in respect of such number of New Ordinary Shares as is referred to therein (for the purposes of this paragraph the "relevant Ordinary Shares") and shall thereby be deemed to agree to provide the Receiving Agent with such information and other evidence as the Receiving Agent may require to satisfy the verification of identity requirements.
If the Receiving Agent determines that the verification of identity requirements apply to any acceptor or application, the relevant New Ordinary Shares (notwithstanding any other term of the Open Offer) will not be issued to the relevant acceptor unless and until the verification of identity requirements have been satisfied in respect of that acceptor or application. The Receiving Agent is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any acceptor or application and whether such requirements have been satisfied, and neither the Receiving Agent nor the Company nor Stifel will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.
If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the despatch of share certificates or in crediting CREST accounts. If, within a reasonable time following a request for verification of identity, the Receiving Agent has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the relevant application as invalid, in which event the monies payable on acceptance of the Open Offer or under the Excess Application Facility will be returned (at the acceptor's risk) without interest to the account of the bank or building society on which the relevant cheque or banker's draft was drawn.
The verification of identity requirements will not usually apply:
account holder by stamping or endorsing the cheque/banker's draft to such effect. The account name should be the same as that shown on the Open Offer Application Form; or
(f) if the Open Offer Application Form is lodged with payment by an agent which is an organisation of the kind referred to in (a) above or which is subject to anti-money laundering regulation in a country which is a member of the Financial Action Task Force (the non-EU members of which are Argentina, Australia, Brazil, Canada, China, Hong Kong, Iceland, India, Japan, Mexico, New Zealand, Norway, Russian Federation, Singapore, the Republic of Korea, the Republic of South Africa, Switzerland, Turkey, UK Crown Dependencies and the USA and, by virtue of their membership of the Gulf Cooperation Council, the Kingdom of Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates), the agent should provide with the Open Offer Application Form written confirmation that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to the Receiving Agent. If the agent is not such an organisation, it should contact the Receiving Agent at the address set out on page 16 of this document.
To confirm the acceptability of any written assurance referred to in (f) above, or in any other case, the acceptor should contact the Receiving Agent. The telephone number of Computershare Investor Services Plc is 0370 707 4040 from within the UK or on +44 370 707 4040 if calling from outside the UK. Lines are open between 8.30 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Open Offer nor give any financial, legal or tax advice.
If the Open Offer Application Form is in respect of Ordinary Shares under the Open Offer with an aggregate subscription price of €15,000 (or the Sterling equivalent) or more and is lodged by hand by the acceptor in person, or if the Open Offer Application Form in respect of New Ordinary Shares is/are lodged by hand by the acceptor and the accompanying payment is not the acceptor's own cheque, he or she should ensure that he or she has with him or her evidence of identity bearing his or her photograph (for example, his or her passport) and separate evidence of his or her address.
If, within a reasonable period of time following a request for verification of identity, and in any case by no later than 11.00 a.m. on 8 October 2018, the Receiving Agent has not received evidence satisfactory to it as aforesaid, the Receiving Agent under instructions from the Company may, at its discretion, reject the relevant application, in which event the monies submitted in respect of that application will be returned without interest to the account at the drawee bank from which such monies were originally debited (without prejudice to the rights of the Company to undertake proceedings to recover monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).
If you hold your Basic Entitlement and Excess CREST Open Offer Entitlements in CREST and apply for New Ordinary Shares in respect of some or all of your Basic Entitlement and Excess CREST Open Offer Entitlement as agent for one or more persons and you are not a UK or EU regulated person or institution (e.g. a UK financial institution), then, irrespective of the value of the application, the Receiving Agent is obliged to take reasonable measures to establish the identity of the person or persons on whose behalf you are making the application. You must therefore contact the Receiving Agent before sending any USE or other instruction so that appropriate measures may be taken.
Submission of a USE instruction which on its settlement constitutes a valid application as described above constitutes a warranty and undertaking by the applicant to the Company, the Receiving Agent and Stifel to provide promptly to the Receiving Agent such information as may be specified by the Receiving Agent as being required for the purposes of the UK Money Laundering Regulations. Pending the provision of evidence satisfactory to the Receiving Agent as to identity, the Receiving Agent may in its absolute discretion take, or omit to take, such action as it may determine to prevent or delay issue of the New Ordinary Shares concerned. If satisfactory evidence of identity has not been provided within a reasonable time, then the application for the New Ordinary Shares represented by the USE instruction will not be valid. This is without prejudice to the right of the Company to take proceedings to recover any loss suffered by it as a result of failure to provide satisfactory evidence.
The Prospectus has been approved by the FCA, being the competent authority in the United Kingdom. The comments set out in this paragraph 6 are intended as a general guide only and any Overseas Shareholders who are in any doubt as to their position should consult their professional advisers without delay.
The distribution of the Prospectus and the making of the Open Offer to persons who have registered addresses in, or who are resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the United Kingdom or to persons who are nominees of or custodians, trustees or guardians for citizens, residents in or nationals of countries other than the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdictions. Those persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any applicable legal requirements or other formalities to enable them to apply for New Ordinary Shares under the Open Offer.
No action has been or will be taken by the Company or Stifel or any other person, to permit a public offering or distribution of the Prospectus (or any other offering or publicity materials or application form(s) relating to the New Ordinary Shares under the Open Offer or New Ordinary Shares to be issued under the Open Offer) in any jurisdiction where action for that purpose may be required.
No public offer or offer of New Ordinary Shares is being made by virtue of the Prospectus or the Open Offer Application Form into the United States or any other Excluded Territory.
Receipt of the Prospectus and/or an Open Offer Application Form and/or a credit of Basic Entitlements to a stock account in CREST will not constitute an invitation or offer of securities for subscription, sale or purchase in those jurisdictions in which it would be illegal to make such an invitation or offer and, in those circumstances, the Prospectus and/or the Open Offer Application Form must be treated as sent for information only and should not be copied or redistributed.
Open Offer Application Forms will not be sent to, and Basic Entitlements and Excess CREST Open Offer Entitlements will not be credited to stock accounts in CREST of, persons with registered addresses in the United States or any other Excluded Territory or their agent or intermediary, except where the Company and Stifel are satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction.
No person receiving a copy of the Prospectus and/or an Open Offer Application Form and/or a credit of Basic Entitlements and Excess CREST Open Offer Entitlements to a stock account in CREST in any territory other than the United Kingdom may treat the same as constituting an invitation or offer to him or her, nor should he or she in any event use any such Open Offer Application Form and/or credit of Basic Entitlements and Excess CREST Open Offer Entitlements to a stock account in CREST unless, in the relevant territory, such an invitation or offer could lawfully be made to him or her and such Open Offer Application Form and/or credit of Basic Entitlements and Excess CREST Open Offer Entitlements to a stock account in CREST could lawfully be used, and any transaction resulting from such use could be effected, without contravention of any registration or other legal or regulatory requirements. In circumstances where an invitation or offer would contravene any registration or other legal or regulatory requirements, the Prospectus and/or the Open Offer Application Form must be treated as sent for information only and should not be copied or redistributed.
It is the responsibility of any person (including, without limitation, custodians, agent, nominees and trustees) outside the United Kingdom wishing to apply for New Ordinary Shares under the Open Offer to satisfy himself or herself as to the full observance of the laws of any relevant territory in connection therewith, including obtaining any governmental or other consents that may be required, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes due in such territory.
None of the Company, Stifel or any of their respective representatives is making any representation to any offeree or purchaser of the New Ordinary Shares regarding the legality of an investment in the Ordinary Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser.
Persons (including, without limitation, custodians, agents, nominees and trustees) receiving a copy of the Prospectus and/or an Open Offer Application Form and/or a credit of Basic Entitlements and Excess CREST Open Offer Entitlements to a stock account in CREST, in connection with the Open Offer or otherwise, should not distribute or send either of those documents nor transfer Basic Entitlements and Excess CREST Open Offer Entitlements in or into any jurisdiction where to do so would or might contravene local securities laws or regulations. If a copy of the Prospectus and/or an Open Offer Application Form and/or a credit of Basic Entitlements and Excess CREST Open Offer Entitlements to a stock account in CREST is received by any person in any such territory, or by his or her custodian, agent, nominee or trustee, he or she must not seek to apply for New Ordinary Shares in respect of the Open Offer unless the Company and Stifel determine that such action would not violate applicable legal or regulatory requirements. Any person (including, without limitation, custodians, agents, nominees and trustees) who does forward a copy of the Prospectus and/or an Open Offer Application Form and/or transfers Basic Entitlements and/or Excess CREST Open Offer Entitlements into any such territory, whether pursuant to a contractual or legal obligation or otherwise, should draw the attention of the recipient to the contents of this Part 5 and specifically the contents of this paragraph 6.1.
The Company reserves the right to treat as invalid any application or purported application for New Ordinary Shares that appears to the Company or its agents to have been executed, effected, or dispatched from the United States or another Excluded Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certificates relating to New Ordinary Shares (or in the case of a credit of Basic Entitlements and Excess CREST Open Offer Entitlements to a stock account in CREST, to a CREST member whose registered address would be), in the United States or another Excluded Territory.
Notwithstanding any other provision of the Prospectus or the Open Offer Application Form, the Company reserves the right to permit any person to apply for New Ordinary Shares in respect of the Open Offer if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.
Overseas Shareholders who wish, and are permitted, to apply for New Ordinary Shares should note that payment must be made in sterling denominated cheques or banker's drafts or where such Overseas Shareholder is a Qualifying CREST Shareholder, through CREST.
The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, re sold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, a U.S. Person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Accordingly, the Company is not extending the Open Offer into the United States or to any U.S. Persons, and neither the Prospectus nor the Open Offer Application Form constitutes or will constitute an offer or an invitation to apply for or an offer or an invitation to acquire any New Ordinary Shares in the United States or to any U.S. Person. Neither the Prospectus nor an Open Offer Application Form, will be sent to, and no Ordinary Shares will be credited to, a stock account in CREST of, any Shareholder with a registered address in the United States. Open Offer Application Forms sent from or postmarked in the United States will be deemed to be invalid and all persons acquiring New Ordinary Shares and wishing to hold such New Ordinary Shares in registered form must provide an address for registration of the New Ordinary Shares issued upon exercise thereof outside the United States.
Any person who acquires New Ordinary Shares will be deemed to have declared, warranted and agreed, by accepting delivery of the Prospectus or the Open Offer Application Form and delivery of the Ordinary Shares, that they are not, and that at the time of acquiring the New Ordinary Shares they will not be (i) a U.S. Person; (ii) in the United States; or (iii) acting on behalf of, or for the account or benefit of, a U.S. Person.
The Company reserves the right to treat as invalid any Open Offer Application Form that (i) appears to the Company or its agents to have been executed or effected (A) by, or for the account or benefit of, a U.S. Person, or (B) in, or dispatched from, the United States; (ii) provides an address in the United States for the receipt of New Ordinary Shares; or (iii) does not make the warranty set out in the Open Offer Application Form to the effect that the person completing the Open Offer Application Form is not a U.S. Person, does not have a registered address and is not otherwise located in the United States and is not acquiring the New Ordinary Shares with a view to the offer, sale, resale, transfer or delivery, directly or indirectly, of any such New Ordinary Shares in the United States or to, or for the account or benefit of, a U.S. Person, or where the Company believes acceptance of such Open Offer Application Form may infringe applicable legal or regulatory requirements.
The Company will not be bound to allot or issue any New Ordinary Shares to any person who is a U.S. Person, or to any person with an address in, or who is otherwise located in, the United States in whose favour an Open Offer Application Form or any New Ordinary Shares may be transferred. In addition, the Company and Stifel reserve the right to reject any USE instruction sent by or on behalf of any CREST member with a registered address in, or who is otherwise located in, the United States in respect of the New Ordinary Shares.
The New Ordinary Shares have not been and will not be registered under the relevant laws of any Excluded Territories or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any Excluded Territories or to, or for the account or benefit of, any person with a registered address in, or who is resident in, or a citizen of, any Excluded Territories except pursuant to an applicable exemption. No offer of New Ordinary Shares is being made by virtue of the Prospectus or the Open Offer Application Form into any Excluded Territories.
Open Offer Application Forms will be sent to Qualifying Non-CREST Shareholders and Basic Entitlements will be credited to the stock account in CREST of Qualifying CREST Shareholders. Qualifying Shareholders in jurisdictions other than the United Kingdom may, subject to the laws of their relevant jurisdiction, take up New Ordinary Shares under the Open Offer in accordance with the instructions set out in the Prospectus and the Open Offer Application Form.
Shareholders who have registered addresses in, or who are resident in, or citizens of countries other than the United Kingdom should consult appropriate professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to apply for any New Ordinary Shares in respect of the Open Offer.
Any person completing and returning an Open Offer Application Form or requesting registration of the New Ordinary Shares comprised therein represents and warrants to the Company, Stifel and the Registrar that, except where proof has been provided to the Company's satisfaction that such person's use of the Open Offer Application Form will not result in the contravention of any applicable legal requirements in any jurisdiction: (i) such person is not a U.S. Person; (ii) such person is not in the United States or any other Excluded Territory; (iii) such person is not in any territory in which it is unlawful to make or accept an offer to acquire New Ordinary Shares in respect of the Open Offer or to use the Open Offer Application Form in any manner in which such person has used or will use it; (iv) such person is not acting on a non discretionary basis for a person located within any Excluded Territory (except as agreed with the Company) or any territory referred to in (iii) above at the time the instruction to accept was given; and (v) such person is not acquiring New Ordinary Shares with a view to the offer, sale, resale, transfer or delivery, directly or indirectly, of any such New Ordinary Shares into any of the above territories.
The Company and/or the Receiving Agent may treat as invalid any acceptance or purported acceptance of the allotment of New Ordinary Shares comprised in an Open Offer Application Form if it: (i) appears to the Company or its agents to have been executed or effected (A) by, or for the account or benefit of, a U.S. Person, (B) in, or dispatched from, the United States or another Excluded Territory, or (C) in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements; or (ii) provides an address in the United States or another Excluded Territory for delivery of the share certificates of New Ordinary Shares (or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates); or (iii) purports to exclude the warranty required by this subparagraph 6.5.1.
A CREST member or CREST sponsored member who makes a valid acceptance in accordance with the procedures set out in this Part 5 represents and warrants to the Company, Stifel and the Receiving Agent that, except where proof has been provided to the Company's satisfaction that such person's acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction: (i) he or she is not in the United States or another Excluded Territory and is not a U.S. Person; (ii) he or she is not in any territory in which it is unlawful to make or accept an offer to acquire New Ordinary Shares; (iii) he or she is not accepting on a non-discretionary basis for a person located within another Excluded Territory (except as otherwise agreed with the Company) or any territory referred to in (ii) above at the time the instruction to accept was given; and (iv) he or she is not acquiring any New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares into any of the above territories.
The provisions of this paragraph 6.6 and of any other terms of the Open Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Qualifying Shareholders or on a general basis by the Company and/or Stifel in their absolute discretion. Subject to this, the provisions of this paragraph 6.6 supersede any terms of the Open Offer inconsistent herewith. References in this paragraph 6.6 to Qualifying Shareholders shall include references to the person or persons executing an Open Offer Application Form and, in the event of more than one person executing an Open Offer Application Form, the provisions of this paragraph 6.6 shall apply to them jointly and to each of them.
Qualifying Shareholders wishing to exercise or direct the exercise of statutory withdrawal rights pursuant to Section 87Q(4) of FSMA after the issue by the Company of a prospectus supplementary to the Prospectus must do so by lodging a written notice of withdrawal within two Business Days commencing on the Business Day after the date on which the supplementary prospectus is published. The withdrawal notice must include the full name and address of the person wishing to exercise statutory withdrawal rights and, if such person is a CREST member, the participant ID and the member account ID of such CREST member. The notice of withdrawal must be deposited by post with the Receiving Agent, Computershare Investor Services PLC, Corporate Action Projects, Bristol BS99 6AH or by hand only (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, so as to be received before the end of the withdrawal period. Please call Computershare Investor Services PLC on 0370 707 4040 from within the UK or on +44 370 707 4040 if calling from outside the UK. Lines are open between 8.30 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Open Offer nor give any financial, legal or tax advice. Notice of withdrawal given by any other means or which is deposited with the Registrar after expiry of such period will not constitute a valid withdrawal, provided that the Company will not permit the exercise of withdrawal rights after payment by the relevant person for the New Ordinary Shares applied for in full and the allotment of such New Ordinary Shares to such person becoming unconditional save to the extent required by statute. In such event, Qualifying Shareholders are advised to seek independent legal advice.
The result of the Open Offer and the Initial Issue generally are expected to be announced on 10 October 2018. Application will be made to the UK Listing Authority for Admission. It is expected that Admission will become effective and that dealings in the Ordinary Shares, fully paid, will commence at 8.00 a.m. on or around 12 October 2018.
The Company has applied for the New Ordinary Shares to be admitted to CREST with effect from Admission. All such shares, when issued and fully paid, may be held and transferred by means of CREST.
Basic Entitlements held in CREST are expected to be disabled in all respects after 11.00 a.m. on 8 October 2018 (the latest date for applications under the Open Offer). If the condition(s) to the Open Offer described above are satisfied, New Ordinary Shares will be issued in uncertificated form to those persons who submitted a valid application for New Ordinary Shares by utilising the CREST application procedures and whose applications have been accepted by the Company. Computershare Investor Services PLC will instruct Euroclear to credit the appropriate stock accounts of such persons with such persons' entitlements to Ordinary Shares with effect from Admission (expected to be at 8.00 a.m. on or around 12 October 2018). The stock accounts to be credited will be accounts under the same CREST participant IDs and CREST member account IDs in respect of which the USE instruction was given.
Notwithstanding any other provision of this document, the Company reserves the right to send Qualifying CREST Shareholders an Open Offer Application Form instead of crediting the relevant stock account with Basic Entitlements, and to allot and/or issue any New Ordinary Shares in certificated form. In normal circumstances, this right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part of CREST) or on the part of the facilities and/or systems operated by the Registrar in connection with CREST.
For Qualifying Non-CREST Shareholders who have applied by using an Open Offer Application Form, share certificates in respect of the New Ordinary Shares are expected to be dispatched on or around 19 October 2018. No temporary documents of title will be issued and, pending the issue of definitive certificates, transfers will be certified against the UK share register of the Company. All documents or remittances sent by or to applicants or as they may direct, will be sent through the post at their own risk. For more information as to the procedure for application, Qualifying Non-CREST Shareholders are referred to paragraph 1 above and their respective Open Offer Application Form.
The Company shall, in agreement with Stifel and after consultation with its financial and legal advisers, be entitled to amend the dates that Open Offer Application Forms are despatched or amend or extend the latest date for acceptance under the Open Offer and all related dates set out in this document and in such circumstances shall notify the London Stock Exchange and make an announcement on a Regulatory Information Service approved by the UK Listing Authority and, if appropriate, by Shareholders but Shareholders may not receive any further written communication.
If a supplementary prospectus is issued by the Company two or fewer Business Days prior to the latest time and date for acceptance any payment in full under the Open Offer specified in this document, the latest date for acceptance under the Open Offer shall be extended to the date that is three Business Days after the date of issue of the supplementary prospectus (and the dates and times of principal events due to take place following such date shall be extended accordingly).
Certain statements regarding United Kingdom taxation in respect of the New Ordinary Shares and the Open Offer are set out in Part 6 of this Securities Note. Shareholders who are in any doubt as to their tax position in relation to taking up their entitlements under the Open Offer or who are subject to tax in any jurisdiction other than the United Kingdom, should immediately consult a suitable professional adviser.
Your attention is drawn to the further information set out in this document and also, in the case of Non-CREST Shareholders and other Qualifying Shareholders to whom the Company has sent Open Offer Application Forms, to the terms, conditions and other information printed on the accompanying Open Offer Application Form.
The terms and conditions of the Open Offer as set out in this document, the Open Offer Application Form and any non-contractual obligation related thereto shall be governed by, and construed in accordance with, English law. The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Open Offer, this document or the Open Offer Application Form. By taking up New Ordinary Shares by way of their Basic Entitlement, in accordance with the instructions set out in this document and, where applicable, the Open Offer Application Form, Shareholders irrevocably submit to the jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.
The statements on taxation below are intended to be a general summary of certain tax consequences that may arise in relation to the Company and Shareholders. This is not a comprehensive summary of all technical aspects of the structure and is not intended to constitute legal or tax advice to investors. Potential investors should familiarise themselves with, and where appropriate should consult their own professional advisers on, the overall tax consequences of investing in the Company. The statements relate to investors acquiring and holding Ordinary Shares for investment purposes only, and not for the purposes of any trade. As is the case with any investment, there can be no guarantee that the tax position or proposed tax position prevailing at the time an investment in the Company is made will endure indefinitely. The tax consequences for each investor of investing in the Company may depend upon the investor's own tax position and upon the relevant laws of any jurisdiction to which the investor is subject. Potential investors in the Ordinary Shares should consult their professional advisers on the implications of acquiring, buying, selling or otherwise disposing of Ordinary Shares in the Company under the laws of any jurisdiction in which they may be liable to taxation
The following summary of the anticipated treatment of the Company and holders of its Ordinary Shares is based on Guernsey taxation law and practice as it is understood to apply at the date of this document. It does not constitute legal or tax advice and does not address all aspects of Guernsey tax law and practice (including such tax law and practice as it applies to any land or building situated in Guernsey).
The Company is eligible for exemption from income tax in Guernsey under the provisions of the Ordinance. Under the provisions of the Ordinance, exemption is granted annually provided the Company continues to comply with the requirements of the Ordinance and upon the payment of an annual fee which is currently fixed at £1,200. Application will be made annually for exemption and it is the intention of the Directors to conduct the affairs of the Company so as to ensure that it retains such exempt status.
Payments made by the Company to non-Guernsey resident Shareholders, whether made during the life of the Company or by distribution on the liquidation of the Company, will not be subject to Guernsey income tax and will therefore be paid gross. Whilst exempt, the Company is not required to deduct Guernsey income tax from distributions paid on any Ordinary Share to Guernsey residents, however the Company is required to make a return when renewing the Company's exempt tax status of the names, addresses and gross amounts of distributions paid to Guernsey resident Shareholders during the previous year.
Guernsey does not currently levy taxes upon goods and services.
At present Guernsey does not levy taxes upon capital inheritances, capital gains gifts, capital transfer, wealth, sales or turnover (unless the varying of investments and turning of such investments to account is a business or part of a business) nor are there any estate duties save for registration fees and an ad valorem duty for a Guernsey grant of representation where the deceased dies leaving assets in Guernsey which require presentation of such a grant.
No stamp duty is chargeable in Guernsey on the issue, transfer, switching or redemption of Ordinary Shares.
The Company and/or interests in the Company are subject to the application of the Foreign Account Tax Compliance Act ("FATCA") provisions of the U.S. Hiring Incentives to Restore Employment Act as well as other legislation implementing regimes similar to FATCA. FATCA is a U.S. law aimed at preventing tax evasion by U.S. citizens and residents through use of offshore accounts. FATCA generally imposes a 30 per cent. withholding tax with respect to certain U.S. source income (including dividends and interest) and gross proceeds from the sale or other disposal of property that can produce U.S. source interest or dividends paid to foreign financial institutions ("FFIs") and other financial intermediaries that fail to undertake certain diligence and reporting obligations. As a general matter, the rules are designed to require certain U.S. persons' direct and indirect ownership of non-U.S. accounts and non-U.S. entities to be reported to the IRS. Generally, if the payee is an FFI, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertakes to identify accounts held by U.S. persons, annually report certain information about such accounts, and withhold 30 per cent. on certain payments to non-compliant account holders ("FFI Agreement"). If the country in which a payee is resident has entered into an "intergovernmental agreement" with the United States governing FATCA ("IGA"), that agreement may permit or require the payee to report to that country rather than to the IRS.
On 13 December 2013 an intergovernmental agreement was entered into between Guernsey and the US in respect of FATCA (the "U.S.-Guernsey IGA"), which agreement was enacted into Guernsey law as of 30 June 2014 by the Income Tax (Approved International Agreements) (Implementation) (United Kingdom and United States of America) Regulations, 2014, as amended. Guidance notes have been issued by the relevant Guernsey authority to provide practical assistance on the reporting obligations of affected businesses under the U.S.-Guernsey IGA.
The Organisation for Economic Co-operation and Development (the "OECD") has been actively engaged in working towards exchange of information on a global scale and has published a global Common Reporting Standard ("CRS") for multilateral exchange of information pursuant to which many governments have now signed multilateral agreements. A group of those governments, including Guernsey, has committed to a common implementation timetable which saw the first exchange of information in 2017 in respect of accounts open at the end of 2015 and new accounts from 2016, with further countries committed to implement the new global standard by 2018.
The Common Reporting Standard has been implemented in Guernsey by the Income Tax (Approved International Agreements) Implementation) (Common Reporting Standard) Regulations, 2015 which came into force on 1 December 2015. The Company may need to comply with the aforementioned exchange of information requirements as they progress and develop. Shareholders must satisfy any requests for information pursuant to such requirements.
The Company complies with its obligations relating to FATCA and reserves the right to request from any investor or potential investor at any time such information as it deems necessary to comply with FATCA, any FFI Agreement from time to time in force, and other reporting regimes such as the CRS or any obligation arising under the implementation of any applicable intergovernmental agreement, including the U.S.-Guernsey IGA and similar relating to the CRS or similar regimes and any related legislation and/or regulations. If a Shareholder fails to provide the Company with information that is required by any of them to allow them to comply with any of the above reporting requirements, or any similar requirements, adverse consequences may apply.
Investors should consult with their respective tax advisers regarding the possible implications of FATCA, the U.S.-Guernsey IGA and similar relating to the CRS any related legislation and/or regulations on their investment in the Company.
The statements below relate to the UK tax implications of a UK resident and domiciled individual investing in the Company (unless expressly stated otherwise). The tax consequences may differ for investors who are not resident in the UK or who are not domiciled in the UK for tax purposes. The statements are based on current tax legislation and HMRC practice, both of which are subject to change at any time, possibly with retrospective effect.
The Directors intend to conduct the affairs of the Company in such a manner as to seek to ensure that it does not become resident in the UK for income tax, corporation tax and capital gains tax purposes. Accordingly, and provided the Company does not carry on a trade in the UK (whether or not through a permanent establishment situated therein) and is not resident in the UK for income tax, corporation tax or capital gains purposes, the Company should not be subject to UK income tax or corporation tax other than on UK source income.
This paragraph provides general guidance for individual investors who are UK resident and domiciled for UK tax purposes and who hold shares as investments and not as trading stock.
Individual investors who are resident and domiciled in the UK will be liable to UK tax at their applicable marginal rates on dividends paid by the Company, and on any gain arising from a disposal or part disposal of the Ordinary Shares in the Company. Such individual investors will generally not pay UK income tax on the first £2,000 of dividend income in the 2018/2019 tax year (the "nil rate band"). Any dividend income received by such individual investors in excess of the nil rate band will be taxed (in the 2018/2019 tax year) at rates of 7.5 per cent., 32.5 per cent. and 38.1 per cent. for basic rate, higher rate and additional, rate taxpayers respectively.
The Directors consider that the Company should not constitute an "offshore fund" for the purposes of Part 8 TIOPA, as the Company is closed-ended with an unlimited life. The Directors will use reasonable endeavours (but without liability) to monitor the Company's status in this regard. If the Company were to be treated as an offshore fund, disposals of shares would give rise to an offshore income gain taxable as income (rather than capital) unless the Company were to apply to be a "reporting fund" in accordance with the Offshore Funds (Tax) Regulations 2009, as amended.
The attention of investors is drawn to anti-avoidance legislation in Chapter 1, Part 13 of the Income Tax Act 2007 that could apply if Ordinary Shareholders are seeking to obtain tax advantages in prescribed conditions.
Investors who are resident in the UK should be aware of the provisions of Chapter 2, Part 13 of the Income Tax Act 2007, which may in certain circumstances, and subject to certain exceptions, render them liable to UK income tax in respect of undistributed income and profits of the Company.
Individual investors who are resident in the UK should be aware that, subject to certain exceptions, if they hold or are treated as holding alone or together with "persons connected with them" (as defined in the relevant legislation) more than a 25 per cent. interest in the Company and the Company would be treated as a "close" company if it were resident in the UK, gains which are capital gains for the purposes of UK tax accruing to the Company may be attributed to them if such gains are not distributed, pursuant to section 13 of TCGA.
Investors who hold Ordinary Shares (as applicable) that are companies resident in the UK for UK taxation purposes may be able to rely on legislation in Chapter 3, Part 9A of the Corporation Tax Act 2009 which exempts certain dividends from the charge to UK corporation tax where certain conditions are met. Where the conditions for exemption are not satisfied, a company resident in the UK for UK taxation purposes will be subject to UK corporation tax on dividends received from the Company at the current rate of 19 per cent.. Such UK companies will, subject to certain exemptions, be subject to UK corporation tax on chargeable gains in respect of any gains arising on a disposal of Ordinary Shares.
UK resident companies should note that where they (or they together with their connected persons) have a sufficient interest in the Company (generally 25 per cent. or more), then the controlled foreign company rules in Part 9A TIOPA could apply. Under these rules, a UK resident company with a sufficient interest in the Company may be liable to UK corporation tax in respect of its share of the relevant company's undistributed profits. These provisions will apply only if the Company is controlled by UK tax residents. The controlled foreign company rules contain a number of exemptions and safe harbours. However, the Directors cannot guarantee that any of these will apply. Accordingly, any UK resident company directly or indirectly acquiring a sufficient interest (as described above) in the Company may be affected by the rules.
The provisions of Part 8 of TIOPA and section 13 of TCGA as set out above apply equally to investors that are subject to UK corporation tax as they do to UK resident individuals. As stated above, the Directors do not consider the Company to constitute an "offshore fund".
The following comments are intended as a guide to the current general stamp duty and SDRT position and do not relate to persons such as market makers, brokers, dealers, intermediaries and persons connected with depository arrangements or clearance services, to whom special rules apply.
No UK stamp duty or SDRT will be payable on the issue of the Ordinary Shares.
UK stamp duty (at the rate of 0.5 per cent. of the amount of the value of the consideration for the transfer rounded up where necessary to the nearest £5) is payable on any instrument of transfer of Shares executed within, or in certain cases brought into, the UK. As the Company's Registrar is based in Guernsey, the Ordinary Shares will not be registered in any register of the Company kept in the UK, and therefore, any agreement to transfer Ordinary Shares should not be subject to UK stamp duty or SDRT.
ISAs and SSAS/SIPPs Investors resident in the United Kingdom who are considering acquiring Shares are recommended to consult their own tax and/or investment advisers in relation to the eligibility of the Ordinary Shares for ISAs and SSAS/SIPPs. Shares acquired by an ISA account managed on behalf of an Investor pursuant to the Open Offer or the Offer for Subscription should be eligible for inclusion in a stocks and share ISA, subject to applicable subscription limits, whereas Ordinary Shares acquired pursuant to the Share Issuance Programme or Placing will not be eligible for inclusion. The Ordinary Shares should be eligible for inclusion in a SSAS or SIPP, subject to the discretion of the trustees of the SSAS or SIPP, as the case may be.
2.1 As at 18 September 2018 (being the latest practicable date prior to the date of this document) the Company is aware of the following shareholders who were at such time interested directly or indirectly in five per cent. or more of the Company's issued share capital:
| Number of | Percentage of | |
|---|---|---|
| Name | Ordinary Shares | voting rights |
| Smith & Williamson Investment Management | 78,650,750 | 9.57 |
| SEB Asset Management | 66,236,639 | 8.06 |
| Quilter Investors | 62,250,457 | 7.57 |
| Investec Wealth & Investment | 57,925,669 | 7.05 |
| Quilter Cheviot Investment Management | 42,631,879 | 5.19 |
2.10 Other than pursuant to the Initial Issue and the Share Issuance Programme, no shares of the Company have been sold or are available, in whole or in part, to the public in conjunction with the application for the New Ordinary Shares or Ordinary Shares to be issued pursuant to the Share Issuance Programme to be admitted to the Official List.
2.11 The New Ordinary Shares are and Ordinary Shares will be, in registered form. No temporary documents of title will be issued and, prior to the issue of definitive certificates, transfers will be certified against the register. It is expected that definitive share certificates for the New Ordinary Shares issued pursuant to the Initial Issue and not to be held through CREST will be posted to allottees on or around 19 October 2018. Ordinary Shares issued pursuant to the Share Issuance Programme will be transferred to successful applicants through CREST. The New Ordinary Shares and Ordinary Shares to be held through CREST will be credited to CREST accounts on Initial Admission and any Admission, respectively.
3.1 As at the date of this Securities Note, insofar as is known to the Company, the interests of each Director (including any connected person, the existence of which is known to, or could with reasonable diligence be ascertained by, that Director whether or not held through another party) in the share capital of the Company are as follows:
| % of issued Ordinary Share | ||
|---|---|---|
| Number of | capital as at the date of | |
| Director | Ordinary Shares | this document |
| Robert Jennings | 217,200* | 0.026 |
| Jan Pethick | 263,820* | 0.032 |
| Jonathan Bridel | 10,452* | 0.001 |
| Sandra Platts | 16,139* | 0.002 |
*Note: These figures include Ordinary Shares held by family members of the relevant Directors.
than the securing of acceptances which will result in the offeror and persons acting in concert with him holding shares carrying more than 50 per cent. of the voting rights.
The Company is of the opinion that the working capital available to the Group is sufficient for its present requirements, that is, for at least the next 12 months following the date of this document.
6.1 The following table shows the Company's capitalisation as at 31 August 2018 and gross indebtedness as at 31 August 2018:
| Total current debt | As at 31 August 2018 (£) |
|---|---|
| Guaranteed | Nil |
| Secured | Nil |
| Unguaranteed/unsecured | Nil |
| Total non-current debt (excluding current portion of long-term debt) |
As at 31 August 2018 (£) |
| Guaranteed | Nil |
| Secured | 116,408,495 |
| Unguaranteed/unsecured | Nil |
| Capitalisation (excluding retained earnings) | As at 31 August 2018 (£) |
|---|---|
| Share capital* | 822,225,638 |
| Legal reserve | Nil |
| Other reserves | Nil |
6.2 The following table shows the Company's net indebtedness as at 31 August 2018:
| Net Indebtedness | As at 31 August 2018 (£) | |
|---|---|---|
| A. | Cash | 5,508,418 |
| B. | Cash equivalent | Nil |
| C. | Trading securities | Nil |
| D. | Liquidity (A) + (B)+(C) | 5,508,418 |
| E. | Current Financial Receivable | Nil |
| F. | Current bank debt | Nil |
| G. | Current portion of non-current debt | Nil |
| H. | Other current financial debt | Nil |
| I. | Current Financial Debt (F)+(G)+(H) | Nil |
| J. | Net Current Financial Indebtedness/(Liquidity) (I)-(E)-(D) | (5,508,418) |
| K. | Non-current bank loans | 116,408,495 |
| L. | Bonds issued | Nil |
| M. | Other non-current loans | Nil |
| N. | Non-current Financial Indebtedness (K)+(L)+(M) | 116,408,495 |
| O. | Net Financial Indebtedness (J)+(N) | 110,900,077 |
*Represents the premium paid on issuance of share capital, which is disclosed as Share capital for consistency with the disclosure in the 2018 Annual report and accounts.
A full description of the rights attaching to the Ordinary Shares is set out in the summary of the Articles of Incorporation in paragraph 3 of Part 8 of the Registration Document.
published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Copies of the following documents will be available for inspection during normal business hours on any day (except Saturdays, Sundays, bank and public holidays) free of charge to the public at the offices of the Company and at the offices of Praxis Fund Services Limited from the date of this document until the first anniversary of Initial Admission:
The following definitions apply throughout this Securities Note unless the context otherwise requires:
| "£" and "p" | respectively pounds and pence Sterling |
|---|---|
| "2016 C Share Issue" | the admission of 175,171,834 C Shares to the standard segment of the Official List and admission to trading on the Main Market which took place on 10 June 2016 |
| "2017 Placing Programme" | the admission of 151,658,768 Ordinary Shares to the premium segment of the Official List and admission to trading on the Main Market which took place on 31 May 2017 |
| "2018 Placing" | has the meaning given in paragraph 8.3 of Part 8 of the Registration Document |
| "Accordion Tranche" | has the meaning given in paragraph 8.13 of Part 8 of the Registration Document |
| "Account Bank" | The Bank Of New York Mellon, London Branch, a banking corporation organised pursuant to the laws of the State of New York and, acting through its London branch at One Canada Square, London, E14 5AL, United Kingdom, acting as account bank for the Subsidiary |
| "Administrator" | Praxis Fund Services Limited or such administrator as may be appointed from time to time by the Company |
| "Admission" | admission of any Ordinary Shares to be issued pursuant to the Share Issuance Programme to the Premium Listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities |
| "AIFM" | an alternative investment fund manager within the meaning of UK AIFMD |
| "AIFMD" | the Alternative Investment Fund Managers Directive 2011/61/EU |
| "Annual Record Date" | the date specified in a Tender Circular as being the date on which the number of Ordinary Shares then in issue will be recorded for the purposes of determining the Annual Restriction applicable to that Discretionary Tender |
| "Annual Restriction" | the restriction on Tender Purchases whereby in each year, the Company may purchase no more than 50 per cent. of the Ordinary Shares in issue (excluding Treasury Shares) as at the Annual Record Date |
| "Applicant" | a person or persons (in the case of joint applicants) whose name(s) appear(s) on the registration details of an Offer for Subscription Application Form |
| "Application" | the offer made by an Applicant under the Offer for Subscription by completing an Offer for Subscription Application Form and posting, or delivering it by hand during normal business hours only, it to the Receiving Agent at The Pavilions, Bridgwater Road, Bristol, BS13 8AE, United Kingdom |
| "Articles of Incorporation" or "Articles" |
the articles of incorporation of the Company as amended from time to time |
| "Auditors" | KPMG Channel Islands Limited or such auditor (who shall be suitably qualified under Guernsey Companies Law) as may be appointed from time to time by the Company |
|---|---|
| "Basic Entitlement" | the entitlements of Qualifying Shareholders to apply for New Ordinary Shares pursuant to the Open Offer as set out in Part 5 of this Securities Note |
| "Board" or "Board of Directors" | the board of directors of the Company |
| "Business Day" | any day (other than a Saturday or a Sunday) on which commercial banks are open for business in London and Guernsey |
| "C Shares" | the shares of no par value each in the capital of the Company, issued as C Shares and having the rights and being subject to the restrictions set out in the Articles |
| "certificated" or "in certificated form" |
in certificated form, that is, not in CREST |
| "City Code" | the City Code on Takeovers and Mergers |
| "Company" | Sequoia Economic Infrastructure Income Fund Limited |
| "Company's Website" | the website of the Company, namely: www.seqifund.com |
| "Contract Notes" | the contract notes to be signed by the Placees in relation to the Placing or any Further Placing (as the case may be) in favour of the Company and Stifel acknowledging the Placing Terms and Conditions |
| "CREST" | the computerised settlement system operated by Euroclear UK and Ireland Limited which facilitates the transfer of title to shares in uncertificated form |
| "CREST Guernsey Requirements" | such rules and requirements of Euroclear as may be applicable to issuers as from time to time specified in the CREST Manual |
| "CREST Manual" | the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, the CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI No. 2001/3755) and the CREST Guernsey Requirements |
| "Custodian" | The Bank of New York Mellon, London Branch, a banking corporation organised pursuant to the laws of the State of New York and, acting through its London branch at One Canada Square, London E14 5AL, United Kingdom, acting as Custodian for the Subsidiary |
| "Danish AIFM Act" | means the Danish Alternative Investment Fund Managers etc. Act no. 598 of 12 June 2013 |
| "Director" | a director of the Company whose name is set out in the section entitled "Directors, Agents and Advisers" of this Securities Note |
| "Disclosure Guidance and Transparency Rules" |
the Disclosure Guidance and Transparency Rules (as amended from time to time) made by the UK Listing Authority under Part VI of the FSMA |
| "Discretionary Tender" | the tender by the Company (at the absolute discretion of the Directors and subject to approval by the Ordinary Shareholders) on a quarterly basis for up to 24.99 per cent. of the Ordinary Shares in issue as at the relevant Quarter Record Date, subject to an overall limit of 50 per cent. in any year |
|---|---|
| "DP Law" | the Data Protection (Bailiwick of Guernsey) Law 2017 and, to the extent applicable, the General Data Protection Regulation and the data protection and privacy laws of any other country providing equivalent protections to data subjects as the General Data Protection Regulation and any laws implementing or supplementing the same |
| "EEA" | the European Economic Area being the countries included as such in the Agreement on European Economic Area, dated 1 January 1994, among Iceland, Liechtenstein, Norway, the European Community and the Member States, as may be modified, supplemented or replaced |
| "EGM" | the extraordinary general meeting of the Company convened for 5 October 2018 at which the Resolutions shall be voted upon |
| "equity securities" | has the meaning given to that expression in the Articles |
| "ERISA" | the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time |
| "EU" | the European Union |
| "Euro" or "€" | the lawful currency of the member states of the EU (where adopted) |
| "Euroclear" | Euroclear UK & Ireland Limited |
| "Excess Application Facility" | the arrangement pursuant to which Existing Shareholders may apply for additional New Ordinary Shares in excess of their Basic Entitlement in accordance with the terms and conditions of the Open Offer |
| "Excess CREST Open Offer Entitlement" |
in respect of each Qualifying CREST Shareholder, the entitlement (in addition to his Basic Entitlement) pursuant to the Open Offer to apply for New Ordinary Shares pursuant to the Excess Application Facility, which is conditional on him taking up his Basic Entitlement in full |
| "Excess Shares" | has the meaning given to it in paragraph 5 of Part 1 of this Securities Note |
| "Excluded Shareholders" | subject to certain exceptions, Shareholders who have a registered address in, who are incorporated in, registered in or otherwise resident or located in any Excluded Territory |
| "Excluded Territory" | Canada, Japan, Australia, New Zealand, the Republic of South Africa and the U.S. and any jurisdiction where the extension or availability of the Initial Issue and any Further Placing (and any other transaction contemplated thereby) would breach any applicable laws or regulations, and "Excluded Territories" shall mean any of them |
| "Existing Shareholder" | an Ordinary Shareholder of the Company as at the date of this document |
| "FCA" or "Financial Conduct Authority" |
the Financial Conduct Authority of the United Kingdom in its capacity as the competent authority for the purposes of FSMA |
|---|---|
| "FSMA" | the Financial Services and Markets Act 2000 of the United Kingdom, as amended |
| "Further Placing" | a placing which is made pursuant to a Placing-Only Issue |
| "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 a Placing-Only Issue) pursuant to the Share Issuance Programme made pursuant to the Registration Document and subject to separate approval by the FCA |
| "Future Summary" | a summary to be issued in the future by the Company in respect of each issue pursuant to the Share Issuance Programme, if any, of Ordinary Shares (other than a Placing-Only Issue) made pursuant to the Registration Document and subject to separate approval by the FCA |
| "General Data Protection Regulation" |
the EU General Data Protection Regulation 2016/679 or any successor legislative measure that is substantively comparable to it |
| "general meeting" | a meeting of the Shareholders, convened in accordance with the Articles |
| "Gross Issue Proceeds" | the aggregate value of the Ordinary Shares issued under the Initial Issue at the Issue Price |
| "Group" or "Sequoia" | the Company and the Subsidiary |
| "Guernsey Companies Law" | the Companies (Guernsey) Law, 2008, as amended, extended or replaced and any ordinance, statutory instrument or regulation thereunder |
| "Guernsey Financial Services Commission" or "GFSC" |
the regulatory body for the finance sector in Guernsey |
| "HMRC" | HM Revenue & Customs |
| "FATCA" | has the meaning given in paragraph 2.5 of Part 6 of this Securities Note |
| "Initial Admission" | Admission of the New Ordinary Shares issued pursuant to the Initial Issue |
| "Initial Issue" | the Open Offer, Placing and Offer for Subscription on the terms set out in this Securities Note |
| "Investment Adviser" | Sequoia Investment Management Company Limited, a limited liability company incorporated in England and Wales (registered number: 05902847) with registered address Kent House, 14-17 Market Place, London, W1W 8AJ |
| "Investment Advisory Agreement" | the investment advisory agreement dated 28 January 2015, as amended pursuant to amendment agreements dated 6 October 2015 and 5 May 2016 and 7 September 2018 between the Investment Manager, the Company, the subsidiary and the Investment Adviser, details of which are set out in paragraph 8.5 of Part 8 of the Registration Document |
| "Investment Management Agreement" |
the management agreement dated 28 January 2015, as amended pursuant to amendment agreements dated 6 October 2015, 6 December 2016 and 3 May 2017 between the Company and the Investment Manager, a summary of which is set out in paragraph 8.4 of Part 8 of the Registration Document |
|---|---|
| "Investment Manager" | International Fund Management Limited, a limited liability company incorporated on 3 September 1987 in Guernsey (registered number 17484) with registered address Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 4NA, with telephone number +44 (0)1481 737600 |
| "Investment Policy" | the investment policy substantially in the form set out in Part 1 of the Registration Document |
| "Investments" | investments made by the Group in accordance with the Investment Policy |
| "Issue Agreement" | the Issue Agreement dated 19 September 2018 between the Company, the Investment Adviser and Stifel, a summary of which is set out in paragraph 8.1 of Part 8 of the Registration Document |
| "Issue Price" | 106.0 pence per New Ordinary Share |
| "Key Information Document" | the key information document dated 31 August 2018 relating to the Company produced pursuant to the PRIIPs Regulation, as amended and updated from time to time |
| "Libor" | the London Interbank Offered Rate, being the average rate of interest that leading banks in London charge when lending to other banks |
| "Listing Rules" | the listing rules made by the UK Listing Authority under section 73A of FSMA |
| "London Stock Exchange" | London Stock Exchange Plc, the Main Market of which is a regulated market for the purposes of MiFID |
| "Main Market" | the London Stock Exchange's Main Market for listed securities |
| "Member State" | a sovereign state which is a member of the EU |
| "Memorandum" | the memorandum of incorporation of the Company in force from time to time |
| "MiFID" | the European Parliament and Council Directive on markets in financial instruments (No. 2004/39/EC) |
| "MiFID II" | the Markets in Financial Instruments Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments as implemented by applicable national laws, statute and regulations including the provisions of the FCA Handbook |
| "MiFID II Product Governance Requirements" |
has the meaning given to it on page 10 of this document |
| "Minimum Net Proceeds" | £50,000,000 (or such other amount as the Company and Stifel may determine and notify to investors via publication of a RIS announcement) |
| "Money Laundering Directive" | the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) |
|---|---|
| "Money Laundering Regulations" | all applicable anti-money laundering and/or countering terrorism financing laws and regulations, including without limitation, those under the laws of the United Kingdom and Guernsey |
| "NAV" or "Net Asset Value" | the value of the assets of the Company less its liabilities as determined in accordance with the procedure set out in paragraph 14 of Part 2 of the Registration Document or such other procedure as may be determined by the Directors from time to time and, where the context requires, the part of that amount attributable to a particular class of shares. Unless otherwise provided, any reference to "NAV" or "Net Asset Value" shall be to unaudited "NAV" or "Net Asset Value" |
| "Net Issue Proceeds" | the net cash proceeds of the Initial Issue (after deduction of all expenses and commissions relating to the Initial Issue and payable by the Company) |
| "New Ordinary Shares" | the Ordinary Shares to be issued in connection with the Initial Issue and/or any Placing-Only Issue, as applicable |
| "Non-Qualified Holder" | any person (a) whose ownership of Shares may cause the Company's assets to be deemed "plan assets" for the purposes of ERISA or the U.S. Tax Code; (b) whose ownership of the Shares may cause the Company to be required to register as an "investment company" under the U.S. Investment Company Act (including because the holder of the Shares is not a "qualified purchaser" as defined in the U.S. Investment Company Act); (c) whose ownership of Shares may cause the Company to register under the U.S. Exchange Act or any similar legislation; (d) whose ownership of Shares may cause the Company not being considered a "Foreign Private Issuer" as such term is defined in rule 3b-4(c) under the U.S. Exchange Act; (e) whose ownership may result in a person holding Shares in violation of the transfer restrictions put forth in any prospectus published by the Company, from time to time |
| "non-U.S. Person" | any person other than a U.S. Person |
| "Offer for Subscription" | the offer for subscription to the public in the UK of the New Ordinary Shares at the Issue Price on the terms set out in Part 4 of this Securities Note |
| "Offer for Subscription Application Form" |
the application form forming part of this Securities Note for use in connection with the Offer for Subscription |
| "Official List" | the official list of the UK Listing Authority |
| "offshore transaction" | has the meaning given in Regulation S |
| "Open Offer" | the conditional offer to Qualifying Shareholders, constituting an invitation to apply for New Ordinary Shares, on the terms and subject to the conditions set out in Part 5 of this document and, in the case of Qualifying Non-CREST Shareholders only, the Open Offer Application Form |
| "Open Offer Application Form" | the personalised application form on which Qualifying Non CREST Shareholders may apply for New Ordinary Shares under the Open Offer |
|---|---|
| "Order" | the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended |
| "Ordinance" | Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 |
| "Ordinary Shareholder" | a holder of Ordinary Shares |
| "Ordinary Shares" | ordinary shares of no par value in the capital of the Company having the rights and obligations set out in the Articles |
| "Panel" | the Panel on Takeovers and Mergers |
| "Pipeline" | the Group's near term pipeline of investment opportunities described in Part 6 of the Registration Document; |
| "Placing" | the placing of New Ordinary Shares at the Issue Price forming part of the Initial Issue, on the terms and subject to the conditions set out in Part 3 of this document |
| "Placing-Only Issue" | an issue under the Share Issuance Programme which comprises only a placing and does not include an offer for subscription or an open offer component |
| "Placing Terms and Conditions" | the terms and conditions incorporated into this Securities Note setting out the terms on which the Placee will subscribe for New Ordinary Shares under the Placing and any Further Placing |
| "Placee" | a Relevant Person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for New Ordinary Shares pursuant to the Placing and/or any Further Placing (as the case may be) has been given |
| "POI Law" | the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended |
| "Portfolio" | at any time, the portfolio of Investments in which the assets of the Group are directly and/or indirectly invested |
| "Portfolio Administrator" | The Bank of New York Mellon SA/NV, a banking corporation organised pursuant to the laws of Belgium, with company number 0806.743.159, whose registered office is at 46 Rue Montoyerstraat, B-1000 Brussels, Belgium, acting through its Dublin Branch, (registered in Ireland with branch number 907126) and having its registered branch office at Hanover Building, Windmill Lane, Dublin 2, Ireland, in its respective capacities as portfolio administrator for the Subsidiary |
| "Portfolio Date" | means 31 August 2018 |
| "Premium Listing" | a listing on the Official List which complies with the requirements of the Listing Rules for a premium listing |
| "PRIIPs Regulation" | Regulation EU No.1286/2014 on key information documents for packaged retail and insurance-based investment products |
| "Privacy Notice" | the Company's privacy notice setting out information on how the Company collects and processes personal data in connection with holdings and/or investments in the Company and outlining data |
| protection rights under the EU data protection regime introduced by the General Data Protection Regulation (Regulation 2016/679) and the Data Protection (Bailiwick of Guernsey) Law, 2017, which is available on the Company's Website |
|
|---|---|
| "Prospectus" | this Securities Note, the Registration Document and the Summary which together comprise a prospectus relating to the Company in accordance with the Prospectus Rules |
| "Prospectus Directive" | Directive 2003/71/EC as amended and includes any relevant implementing measure in each Relevant Member State |
| "Prospectus Rules" | the rules made for the purposes of Part VI of FSMA in relation to offers of securities to the public and admission of securities to trading on a regulated market |
| "Qualified Investor(s)" | persons in member states of the EEA who are qualified investors as defined in article 2.1(e) of the Prospectus Directive |
| "Qualifying CREST Shareholder" | an existing Qualifying Shareholder holding Ordinary Shares in uncertificated form and "Qualifying CREST Shareholders" shall be construed accordingly |
| "Qualifying Non-CREST Shareholder" |
an existing Qualifying Shareholder holding Ordinary Shares in certificate form and "Qualifying Non-CREST Shareholders" shall be construed accordingly |
| "Qualifying Shareholders" | holders of Ordinary Shares on the register of members of the Company at the Record Date with the exclusion of Excluded Shareholders |
| "Receiving Agent" | Computershare Investor Services PLC |
| "Record Date" | 6.00 p.m. on 14 September 2018 |
| "Registrar" | Computershare Investor Services (Guernsey) Limited or such other person or persons from time to time appointed by the Company |
| "Registration Document" | the registration document dated 19 September 2018 approved by the FCA and issued by the Company in respect of the Initial Issue and the Share Issuance Programme |
| "Regulatory Information Service" or "RIS" |
a regulated information service approved by the FCA and on the list of Regulatory Information Services maintained by the FCA |
| "Regulation S" | Regulation S promulgated under the U.S. Securities Act |
| "Relevant Implementation Date" | the date on which the Prospectus Directive was implemented in a Relevant Member State |
| "Relevant Member State" | each member state of the EEA that has implemented the Prospectus Directive |
| "Relevant Person" | has the meaning given in paragraph 1 of Part 3 of this Securities Note |
| "Resolutions" | the proposed resolutions of the Company which will be voted on by the Shareholders at the EGM on 5 October 2018 in order to approve, inter alia, the matters set out in paragraph 7 of Part 2 of the Registration Document |
| and Investec as lenders have made £100,000,000 available to the Company for a term of three years together with the Accordion Tranche (as applicable) |
|
|---|---|
| "Scheme Rules" | the Registered Collective Investment Scheme Rules 2015 issued by the GFSC |
| "Securities Note" | this securities note issued by the Company in connection with the Initial Issue and any Further Placing and approved by the FCA |
| "Share Issuance Programme" | the share issuance programme of up to 250,000,000 Ordinary Shares as described in Part 2 of this Securities Note |
| "Share Issuance Programme Price" | the price at which any Ordinary Shares will be issued or sold to placees under a Further Placing, calculated by reference to the prevailing NAV per Ordinary Share together with a premium intended to cover the costs and expenses of that Further Placing (including, without limitation, any placing commissions) |
| "Shareholder/s" | any holders of Shares in the Company from time to time |
| "Shares" | any shares issued by the Company from time to time (and including the Ordinary Shares) |
| "Similar Law" | any federal, state, local or non-U.S. law that regulates the investments of a governmental plan, church plan or non-U.S. plan in a manner similar to ERISA and the U.S. Tax Code |
| "Sterling" | the lawful currency of the United Kingdom |
| "Stifel" | Stifel Nicolaus Europe Limited |
| "Subsidiary" | Sequoia IDF Asset Holdings S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg and subject to, as an unregulated securitisation entity, the Securitisation Act 2004, having its registered office at 46A Avenue J.F. Kennedy, L-1855, Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B-165.989 |
| "Summary" | the summary dated 19 September 2018 issued by the Company in respect of Ordinary Shares made available pursuant to the Initial Issue and any Further Placing |
| "Takeover Code" | the City Code on Takeovers and Mergers, as amended from time to time |
| "Takeover Panel" | the UK Panel on Takeovers and Mergers, a regulatory body charged with the administration of the Takeover Code |
| "Target Market Assessment" | has the meaning given to on page 10 of this document |
| "TCGA" | the Taxation of Chargeable Gains Act 1992 |
| "Tender Circular" | the circular distributed to Ordinary Shareholders containing the terms and conditions applicable to a Discretionary Tender, along with specific details for Discretionary Tenders in a given 12 month period |
| "Tender Purchase" | the Ordinary Shares purchased pursuant to a Discretionary Tender |
| "TIOPA" | the Taxation (International and Other Provisions) Act 2010 |
| "Treasury Shares" | the Ordinary Shares repurchased and not cancelled but held in treasury |
|---|---|
| "UK AIFMD" | AIFMD as implemented in the UK |
| "UK Corporate Governance Code" | the UK Corporate Governance Code in the latest form issued by the Financial Reporting Council from time to time |
| "UK Listing Authority" | the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA |
| "United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland |
| "USE" | has the meaning given in paragraph 4.2.4 of Part 5 of this document |
| "U.S." or "United States" | the United States of America, its states, territories and possessions, including the District of Columbia |
| "U.S. Dollar" or "US\$" | the lawful currency of the United States |
| "U.S. Exchange Act" | the U.S. Securities Exchange Act of 1934, as amended |
| "U.S.-Guernsey IGA" | has the meaning given in paragraph 2.5 of Part 6 of this document |
| "U.S. Investment Advisers Act" | the U.S. Investment Advisers Act of 1940, as amended |
| "U.S. Investment Company Act" | the U.S. Investment Company Act of 1940, as amended |
| "U.S. Person" | has the meaning given in Regulation S |
| "U.S. Plan Asset Regulations" | the regulations promulgated by the U.S. Department of Labour at 29 CFR 2510.3-101, as modified by section 3(42) of ERISA |
| "U.S. Plan Investor" | (i) an "employee benefit plan" that is subject to Part 4 of Title I of ERISA; (ii) a "plan" to which Section 4975 of the U.S. Tax Code applies; or (iii) an entity whose underlying assets are considered to include "plan assets" within the meaning given thereto by the U.S. Plan Asset Regulations by reason of investment by an "employee benefit plan" or "plan" described in the preceding clauses (i) or (ii) in such entity |
| "U.S. Securities Act" | the United States Securities Act of 1933, as amended |
| "U.S. Tax Code" | the U.S. Internal Revenue Code of 1986, as amended |
| "Valuation Agent" | PricewaterhouseCoopers LLP (telephone number: 020 7583 5000) or such valuation agent as may be appointed from time to time by the Company |
| "VAT" | value added tax or any similar or replacement tax |
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(the "Company")
Please send the completed form by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, so as to be received by no later than 3.00 p.m. on 8 October 2018.
Important – Before completing this form, you should read the accompanying notes set out on pages 104 to 107 of this document. All applicants must complete boxes 1 to 4 and box 8 and enclose payment. Box 6 should only be completed if you wish to hold your New Ordinary Shares in uncertificated form. Box 7 should only be completed by joint applicants. If your application is for more than €15,000 (or its Sterling equivalent, being approximately £12,500), section 8.1, 8.2 or 8.3 (as appropriate) must also be completed.
If you have a query concerning completion of this Offer for Subscription Application Form please call Computershare Investor Services PLC on 0370 707 4040 from within the UK or on +44 370 707 4040 if calling from outside the UK. Calls may be recorded and randomly monitored for security and training purposes. Lines are open from 8.30 a.m. until 5.30 p.m. (London time) Monday to Friday (excluding UK public holidays). The helpline cannot provide advice on the merits of the offer nor give any financial, legal or tax advice.
I/We, the person(s) detailed in section(s) 3 and, in the case of joint applicants, 7 below offer to subscribe for the number of fully paid New Ordinary Shares specified in the box below at 106.0 pence per New Ordinary Share subject to the Terms and Conditions of Application under the Offer for Subscription set out in the Securities Note dated 19 September 2018 and subject to the Memorandum and Articles of Incorporation of the Company.
(Write in figures, the number of New Ordinary Shares that you wish to apply for. The aggregate subscription must not be less than 1,000. Applications in excess of the minimum subscription amount should be in multiples of 1,000.)
✂
I/We attach a cheque or banker's draft for the amount payable of:
(The amount in Box 1 multiplied by the Issue Price, being 106.0 pence per New Ordinary Share)
| Mr, Mrs, Miss or Title | Forenames (in full) |
|---|---|
| Surname | |
| Address (in full) | |
| Postcode | Daytime telephone no. |
I/We hereby confirm that I/We have read the Prospectus and make this application on and subject to the Terms and Conditions of Application under the Offer for Subscription set out in Part 4 of the Securities Note.
| Signature | Dated | 2018 |
|---|---|---|
| ----------- | ------- | ------ |
If you are paying by cheque or banker's draft, please check the box beside this paragraph 5.1 and pin your cheque or banker's draft here. Your cheque or banker's draft must be for the amount in pounds Sterling equal to the number shown in the box in section 2 above, made payable to "CIS PLC re Sequoia Economic Infrastructure Income Fund Limited Offer for Subscription A/C" and crossed "A/C Payee". Your payment must relate solely to this Offer for Subscription Application Form. No receipt will be issued. The right is reserved to reject any Offer for Subscription Application Form in respect of which the applicant's cheque or banker's draft has not been cleared on first presentation.
For applicants sending subscription monies by electronic bank transfer, (CHAPS) payment must be made for value by 3.00 p.m. on 8 October 2018. Please contact Computershare Investor Services PLC by email at [email protected] for full bank details. Computershare will then provide you with a unique reference number which must be used when sending payment. Please enter below the sort code of the bank and branch you will be instructing to make such payment, together with the name and number of the account to be debited with such payment and the branch contact details.
| Sort Code: | Account name: | |
|---|---|---|
| Account number: | Contact name at branch and telephone number: |
Only complete this section if you choose to settle your application within CREST, that is delivery versus payment (DVP).
Please indicate the CREST Participant ID from which the DEL message will be received by the Receiving Agent for matching, which should match that shown in 6 below, together with the relevant Member Account ID.
| CREST Participant ID: (no more than five characters) |
CREST Member Account ID: (no more than eight characters) |
||||||
|---|---|---|---|---|---|---|---|
| CREST Participant's Name: |
You or your settlement agent/custodian's CREST account must allow for the delivery and acceptance of New Ordinary Shares to be made against payment at the Issue Price per New Ordinary Share, following the CREST matching criteria set below:
Company: Sequoia Economic Infrastructure Income Fund Limited
Security Description: New Ordinary Shares of No Par Value
✂
– ISIN: GG00BV54HY67
Should you wish to settle DVP, you will need to match your instructions to Computershare Investor Services PLC's Participant account 8RA28 by not later than 1.00 p.m. on 11 October 2018. You must also ensure that you or your settlement agent/custodian have a sufficient "debit cap'' within the CREST system to facilitate settlement in addition to your/their own daily trading and settlement requirements.
Complete this section only if you require your New Ordinary Shares to be credited to a CREST account in the same name as the applicant.
| CREST Participant ID: (no more than five characters) |
CREST Member Account ID: (no more than eight characters) |
||||||
|---|---|---|---|---|---|---|---|
| CREST Participant's Name: |
(Box 7 must only be completed by joint applicants (see note 7). Where the application is being made jointly by more than one person, the proposed first named holder should complete sections 2 and 3 above, and all other applicants (subject to a maximum of three) must complete and sign this section 7)
| Mr, Mrs, Miss or Title |
Forenames (in full) | Surname | Address | Signature |
|---|---|---|---|---|
| (Name of professional adviser or intermediary, in full) | |||||
|---|---|---|---|---|---|
| (Address, in full) | |||||
| (Post code) | |||||
| (Contact name) (Telephone number) |
To: Sequoia Economic Infrastructure Income Fund Limited, Computershare Investor Services (Guernsey) Limited, Stifel Nicolaus Europe Limited
We are a financial adviser authorised under the Financial Services and Markets Act 2000 applying for New Ordinary Shares on behalf of one or more clients ("relevant clients"). As such, we hereby undertake to:
We are governed in the conduct of our investment business and in respect of conducting anti money laundering verification by the following regulatory or professional body (and our reference or other official number allocated to us by that body is included in the box below).
| (Full name and country of operation of | (Reference or other official number) |
|---|---|
| regulatory or professional body) | |
If you require further information about our procedures or any of our relevant clients, please contact the person named as the contact in the first box in this section 8.1.
| (Date) 2018 | (Official stamp, if any) |
|---|---|
| (Signature) | |
| (Full name) | |
| (Title/position) |
8.2 Reliable Introducer (If you are not a professional adviser or intermediary to whom section 8.1 applies, completion and signing of declaration in this section 8.2 by a suitable person or institution may avoid presentation being requested of the identity documents detailed in section 8.3 of this form).
The declaration below may only be signed by a person or institution (such as a governmental approved bank, stockbroker or investment firm, financial services firm or an established law firm or accountancy firm) (the "firm") which is itself subject in its own country to the operation of "know your customer" and anti money laundering regulations no less stringent than those which prevail in Guernsey. Acceptable countries include Austria, Belgium, Denmark, Finland, France, Germany, Gibraltar, Greece, Jersey, Hong Kong, Iceland, Isle of Man, Italy, Luxembourg, Netherlands, New Zealand, Norway, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland and the United Kingdom.
Declaration by the firm
To: Sequoia Economic Infrastructure Income Fund Limited, Computershare Investor Services (Guernsey) Limited
With reference to the applicant(s) detailed in section(s) 3 and, in the case of joint applicants, 7 above, all persons signing sections 4 and 7 above and the payor identified in section 5.3 above if not also an applicant holder (collectively the "relevant persons"), we hereby declare that:
The above information is given in strict confidence for your own use only and without any guarantee, responsibility or liability on the part of the firm or its officials.
| (Date) 2018 | (Official stamp, if any) |
|---|---|
| (Signature) | |
| (Full name) | |
| (Title/position) |
having authority to bind the firm, the details of which are set out below:
| (Name of firm, in full) | |
|---|---|
| (Address, in full) | |
| (Post code) | |
| (Contact name) | (Telephone number) |
| (Full name of firm's regulatory authority) | |
| (Website address or telephone number of regulatory authority) |
(Firm's registered, licence or other official number) |
8.3 Applicant identity information (Only complete this section 8.3 if your application has a value greater than €15,000 (or its Sterling equivalent, being approximately £12,500) and neither of sections 8.1 and 8.2 can be completed).
✂
In accordance with internationally recognised standards for the prevention of money laundering, the relevant documents and information listed below must be provided (please note that the Company and Stifel and the Receiving Agent reserve the right to ask for additional documents and information).
| Tick here for documents provided | ||||||
|---|---|---|---|---|---|---|
| Applicant | ||||||
| 1 | 2 | 3 | 4 | Payor | ||
| A. | For each applicant who is an individual enclose: | |||||
| (i) | a certified clear photocopy of one of the following identification documents which bears both a photograph and the signature of the person: (a) current passport; (b) Government or Armed Forces identity card; or (c) driving licence; and |
|||||
| (ii) | certified copies of at least two of the following documents which purport to confirm that the address(es) given in section 3 and, in the case of joint applicants, section 7 is the applicant's residential address: (a) a recent gas, electricity, water or telephone (not mobile) bill; (b) a recent bank statement; (c) a council tax bill; or (d) similar bill issued by a recognised authority; and |
|||||
| (iii) if none of the above documents show their date and place of birth, enclose a note of such information; and |
||||||
| (iv) details of the name and address of their personal bankers from which the Receiving Agent or the Company may request a reference, if necessary. |
||||||
| B. | For each holder being a company (a "holder company") enclose: | |||||
| (i) a certified copy of the certificate of incorporation of the holder company; and |
||||||
| (ii) | the name and address of the holder company's principal bankers from which the Receiving Agent or the Company may request a reference, if necessary; and |
|||||
| (iii) | a statement as to the nature of the holder company's business, signed by a director; and |
|||||
| (iv) | a list of the names and residential addresses of each director of the holder company; and |
|||||
| (v) | for each director provide documents and information similar to that mentioned in A above; and |
|||||
| (vi) | a copy of the authorised signatory list for the holder company; and |
|||||
| (vii) a list of the names and residential/registered addresses of each ultimate beneficial owner interested in more than 5 per cent. of the issued share capital of the holder company and, where a person is named, also enclose the documents and information referred to in C below and, if another company is named (a "beneficiary company"), also complete D below. If the beneficial owner(s) named do not directly own the holder company but do so indirectly via nominee(s) or intermediary entities, provide details of the relationship between the beneficial owner(s) and the holder company. |
||||||
| C. | For each individual named in B(vii) as a beneficial owner of a holder company enclose for each such person documents and information similar to that mentioned in A(i) to (iv) |
| Tick here for documents provided | |||||||
|---|---|---|---|---|---|---|---|
| Applicant | Payor | ||||||
| 1 | 2 | 3 | 4 | ||||
| D. | For each beneficiary company named in B(vii) as a beneficial owner of a holder company enclose: | ||||||
| (i) | a certificated copy of the certificate of incorporation of that beneficiary company; and |
||||||
| (ii) | a statement as to the nature of that beneficiary company's business signed by a director; and |
||||||
| (iii) | the name and address of the beneficiary company's principal bankers from which the Receiving Agent or the Company may request a reference, if necessary; and |
||||||
| (iv) | enclose a list of the names and residential/registered address of each beneficial owner owning more than 5 per cent. of the issued share capital of that beneficiary company. |
||||||
| E. | If the payor is not an applicant and is not a bank providing its own cheque or banker's payment on the reverse of which is shown details of the account being debited with such payment enclose: |
||||||
| (i) | if the payor is a person, for that person the documents mentioned in A(i) to (iv); or |
||||||
| (ii) | if the payor is a company, for that person the documents mentioned in B(i) to (vii); and |
||||||
| (ii) | an explanation of the relationship between the payor and the applicant(s). |
✂
Applications should be returned so as to be received by 3.00 p.m. on 8 October 2018.
All Applicants should read Notes (1)-5. Note 6 should be read by applicants who wish to hold their New Ordinary Shares in uncertificated form. Note 7 should be read by joint applicants.
Fill in (in figures) the aggregate number for which your application for New Ordinary Shares is made. Your application must be for a minimum of 1,000 New Ordinary Shares or, if for more than 1,000, in multiples of 1,000.
Fill in (in figures) the total amount payable for the New Ordinary Shares for which your application is made which is the amount in Box 1 multiplied by the Issue Price, being 106.0 pence per New Ordinary Share.
Fill in (in block capitals) your full name, address and daytime telephone number. If this application is being made jointly with other persons, please read Note 7 before completing Box 3.
If you are making this application on behalf of another person or a corporation, that person's or corporation's details should be filled in (in block capitals) in Box 3.
The applicant named in Box 3 must date and sign Box 4.
The Offer for Subscription Application Form may be signed by another person on your behalf if that person is duly authorised to do so under a power of attorney. The power of attorney (or a copy duly certified as true by a solicitor or a bank) must be enclosed for inspection. A corporation should sign under the hand of a duly authorised official whose representative capacity should be stated.
Attach a cheque or banker's draft for the exact amount shown in Box 2 to your completed Offer for Subscription Application Form. Your cheque or banker's draft must be made payable to "CIS PLC re: Sequoia Economic Infrastructure Income Fund Limited Offer for Subscription a/c" and crossed "a/c payee".
Your payment must relate solely to this application. No receipt will be issued. Your cheque or banker's draft must be drawn in Sterling on an account where you have sole or joint title to the funds held at a bank branch in the United Kingdom, the Channel Islands or the Isle of Man and must bear a United Kingdom bank sort code number.
To make payment electronically please contact Computershare at [email protected]. Computershare will provide you with the necessary details to make payment in this way.
Applications with a value of €15,000 (or its Sterling equivalent, being approximately £12,500) or greater, which are to be settled by way of a third party payment (e.g. banker's draft or building society cheque) will be subject to the verification of identity requirements which are contained in the Money Laundering Regulations 2007, the Money Laundering Directive (Council Directive No. 91/308/EEC), the Criminal Justice (Proceeds of Crime) (Financial Services Businesses) (Bailiwick of Guernsey) Regulations 2007 and the Handbook of Financial Services Business (together referred to as the "Money Laundering Regulations") (in each case as amended) and any other regulations applicable thereto. This may involve verification of names and addresses (only) through a reputable agency.
If satisfactory evidence of identity has not been obtained within a reasonable time, and in any event (unless the Offer for Subscription is extended) by 3.00 p.m. on 8 October 2018, your application may not be accepted.
Certificates, cheques and all other correspondence will be sent to the address in Box 3.
The Application Form in Appendix 1 contains details of the information which Computershare will require from you in order to settle your application within CREST, if you so choose. If you do not provide any CREST details or if you provide insufficient CREST details for Computershare to match to your CREST account, Computershare will deliver your New Ordinary Shares in certificated form provided payment has been made in terms satisfactory to the Company.
The right is reserved to issue your New Ordinary Shares in certificated form should the Company, having consulted with Computershare, consider this to be necessary or desirable. This right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST or any part of CREST or on the part of the facilities and/or system operated by Computershare in connection with CREST.
The person named for registration purposes in your Application Form (which term shall include the holder of the relevant CREST account) must be: (i) the person procured by you to subscribe for or acquire the relevant New Ordinary Shares; or (ii) yourself; or (iii) a nominee of any such person or yourself, as the case may be. Neither Computershare nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement.
Computershare, on behalf of the Company, will input a DVP instruction into the CREST system according to the booking instructions provided by you in your Application Form. The input returned by you or your settlement agent/custodian of a matching or acceptance instruction to our CREST input will then allow the delivery of your New Ordinary Shares to your CREST account against payment of the Issue Price per New Ordinary Share through the CREST system upon the Settlement Date.
By returning the Application Form you agree that you will do all things necessary to ensure that you or your settlement agent/custodian's CREST account allows for the delivery and acceptance of New Ordinary Shares to be made prior to 8.00 a.m. on 12 October 2018 against payment of the Issue Price per New Ordinary Share. Failure by you to do so will result in you being charged interest at a rate equal to the London Inter-Bank Offered Rate for seven day deposits in sterling plus two per cent. per annum.
To ensure that you fulfil this requirement it is essential that you or your settlement agent/custodian follow the CREST matching criteria set out below:
Should you wish to settle DVP, you will need to match your instructions to Computershare's Participant account 8RA28 by no later than 1.00 p.m. on 11 October 2018. You must also ensure that you or your settlement agent/custodian has a sufficient "debit cap" within the CREST system to facilitate settlement in addition to your/its own daily trading and settlement requirements.
In the event of late CREST settlement, the Company, after having consulted with Computershare, reserves the right to deliver New Ordinary Shares outside CREST in certificated form provided payment has been made in terms satisfactory to the Company and all other conditions in relation to the Offer for Subscription have been satisfied.
If you wish your New Ordinary Shares to be issued in uncertificated form you should complete Box 6 in addition to the other parts of the Offer for Subscription Application Form.
If you make a joint application, you will not be able to transfer your New Ordinary Shares into an ISA. If you are interested in transferring your New Ordinary Shares into an ISA, the application should be made by you (or on your behalf) in your name only. If you do wish to apply jointly, you may do so with up to three other persons. Boxes 3 and 4 must be completed by one applicant. All other persons who wish to join in the application must complete and sign Box 7.
Another person may sign on behalf of any joint applicant if that other person is duly authorised to do so under a power of attorney. The power of attorney (or a copy duly certified as true by a solicitor or a bank) must be enclosed for inspection.
Certificates, cheques and all other correspondence will be sent to the address in Box 3.
Section 8 of the Offer for Subscription Application Form only applies if the aggregate value of the New Ordinary Shares which you are applying for, whether in one or more applications, exceeds €15,000 (or its Sterling equivalent, being approximately £12,500). If section 8 applies to your application, you must ensure that section 8.1, 8.2 or 8.3 (as appropriate) is completed.
You should complete section 8.1 of the Offer for Subscription Application Form if you are a stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if outside the United Kingdom, another appropriately authorised independent financial adviser acting on behalf of a client.
If you are not a professional adviser or intermediary and the value of your application(s) exceed(s) €15,000 (or its Sterling equivalent, being approximately £12,500), you will be required to provide the verification of identity documents listed in section 8.3 of the Offer for Subscription Application Form unless you can have the declaration set out in section 8.2 of the Offer for Subscription Application Form given and signed by a firm acceptable to the Receiving Agent and the Company. Section 8.2 of the Offer for Subscription Application Form details those firms acceptable to the Receiving Agent and the Company for signing the declaration. In order to ensure their Offer for Subscription Application Forms are processed timely and efficiently, all applicants who are not professional advisers or intermediaries and to whose applications section 8 of the Offer for Subscription Application Form applies are strongly advised to have the declaration set out in section 8.2 of the Offer for Subscription Application Form completed and signed by a suitable firm where possible.
Section 8.3 of the Offer for Subscription Application Form need only be completed where the aggregate value of the New Ordinary Shares which you are applying for exceeds €15,000 (or its Sterling equivalent, being approximately £12,500) and neither sections 8.1 nor 8.2 of the Offer for Subscription Application Form can be completed.
Notwithstanding that the declaration set out in section 8.2 of the Offer for Subscription Application Form has been completed and signed, the Receiving Agent, Stifel and the Company reserve the right to request of you the identity documents listed in section 8.3 of the Offer for Subscription Application Form and/or to seek verification of identity of each holder and payor (if necessary) from you or their bankers or from another reputable institution, agency or professional adviser in the applicable country of residence.
If satisfactory evidence of identity has not been obtained within a reasonable time, your application might be rejected or revoked.
Where certified copies of documents are requested in section 8.3 of the Offer for Subscription Application Form, such copy documents should be certified by a senior signatory of a firm which is either a governmental approved bank, stockbroker or investment firm, financial services firm or an established law firm or accountancy firm which is itself subject to regulation in the conduct of its business in its own country of operation and the name of the firm should be clearly identified on each document certified.
Completed Offer for Subscription Application Forms should be returned by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE so as to be received by no later than 3.00 p.m. on 8 October 2018, together in each case with payment in full in respect of the application. If you post your Offer for Subscription Application Form, you are recommended to use first class post and to allow sufficient time for it to be delivered. Offer for Subscription Application Forms received after this date may be returned.
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