Placing Programme & Notice of EGM

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE DOING SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

Capitalised terms used in this announcement and not otherwise defined shall have the meanings ascribed to them in the definitions section set out below.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") that has today been published by Real Estate Credit Investments Limited in connection with the Placing Programme (as defined below) and the admission of certain of its ordinary shares (the "New Ordinary Shares") to listing on the premium segment of the UK Listing Authority's Official List and to trading on the premium segment of the London Stock Exchange's Main Market for securities admitted to trading. Copies of the Prospectus will be available at the Company's registered office and will be available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM. This announcement does not constitute or form a part of any offer to sell or issue, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. 

 

2 November 2018

 

Real Estate Credit Investments Limited

(the "Company")

Proposed Placing Programme and Notice of Extraordinary General Meeting

Further to the Company's announcement on 21 September 2018, the Board is pleased to announce its intention to establish a placing programme for the issue of up to 100 million New Ordinary Shares (the "Placing Programme") to enable the Company to raise capital in an efficient and cost-effective manner over the next 12 months. The Company has today published a prospectus setting out full details of the Placing Programme (the "Prospectus"). The Placing Price applicable to each Placing under the Placing Programme will be determined by reference to the Net Asset Value per Ordinary Share as at the month-end immediately preceding each Placing.

The Placing Programme is conditional upon, amongst other things, a resolution being passed at an extraordinary general meeting of the Company to be convened for 29 November 2018 (the "EGM").  A Circular, containing a notice convening the EGM, will be sent to Shareholders today.

The Circular and the Prospectus will shortly be available on the national storage mechanism at http://www.morningstar.co.uk/uk/NSM, and will also be available on the Company's website at www.recreditinvest.com.

Highlights:

·      The proposed Placing Programme is intended to enable the Company to raise additional capital through the issue of up to 100 million New Ordinary Shares in the period from 30 November 2018 to 1 November 2019.

 

·     Assuming 100 million New Ordinary Shares are issued under the Placing Programme, the Company will raise gross proceeds of approximately £164 million based on the latest unaudited Net Asset Value per Ordinary Share of 164.1 pence as at 30 September 2018.

 

·     The funds raised from the Placing Programme will be invested in accordance with the Company's strategy and investment objective and policy to grow its portfolio.

 

·      Liberum Capital Limited ("Liberum") has been appointed as Sponsor and Bookrunner in relation to the Placing Programme.

 

·      The Placing Price applicable to each Placing will be determined by reference to the Net Asset Value per Ordinary Share as at the month-end immediately preceding the relevant Placing.

Bob Cowdell, Chairman of Real Estate Credit Investments Limited, commented:

"Recognising the continuing pipeline of attractive investment opportunities available and with the oversubscribed September tap issue having exhausted the Company's existing authority to issue new shares, we are pleased to announce today the launch of a new placing programme, which will enable RECI to match investor demand with those new investment opportunities."

For further information please contact:

Cheyne Capital Management (UK) LLP	+44 (0)20 7968 7482
Nicole Von Westenholz (Investor Relations)
Liberum Capital Limited (Sponsor and Bookrunner)	+44 (0)20 3100 2222
Shane Le Prevost
Richard Crawley
Richard Bootle
Laura Hamilton

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The anticipated dates and sequence of events relating to the implementation of the Proposals are set out below:

Publication of Prospectus	2 November 2018
Publication of Circular	2 November 2018
Record date for participation and voting at the EGM	Close of business on 27 November 2018
Latest time and date for the receipt of the Proxy Appointments for the EGM*	11.00 a.m. on 27 November 2018
Extraordinary General Meeting	11.00 a.m. on 29 November 2018
Admission and crediting of CREST accounts in respect of each Placing	8.00 a.m. on the Business  Day on which New Ordinary  Shares are issued
Placing Programme closes	1 November 2019

The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by the Company, in which event details of the new times and dates will be notified to the UK Listing Authority, and an announcement will be made on a RIS.

References to times in this announcement are to London times unless otherwise stated.

* Please note that the latest time for receipt of the Forms of Proxy in respect of the EGM is 48 hours (excluding any part of a day which is not a Business Day) prior to the time allotted for the EGM.

PLACING PROGRAMME STATISTICS

Maximum number of New Ordinary Shares under the Placing Programme	100,000,000
Maximum size of Placing Programme*	£164,100,000
ISIN for Ordinary Shares	GB00B0HW5366
SEDOL for Ordinary Shares	B0HW536
Ordinary Shares ticker	RECI

* Calculated using 30 September 2018 unaudited NAV per Ordinary Share of 164.1 pence. The Placing Price applicable to each Placing under the Placing Programme will be determined by reference to the Net Asset Value per Ordinary Share as at the month-end immediately preceding the Placing.

Minimum subscription per investor pursuant to each Placing within the Placing Programme is £10,000.

1.   Introduction

The Company is a non-cellular company limited by shares which was incorporated in Guernsey on 6 September 2005 with registered number 43634. It has been declared to be an authorised closed-ended investment scheme by the Guernsey Financial Services Commission. For further information in relation to the history of the Company please refer to Part VIII of the Prospectus. The Company's investments are managed by Cheyne Capital Management (UK) LLP (the "Investment Manager"), a London-based investment management company authorised and regulated by the Financial Conduct Authority.

The Company's investment strategy offers investors exposure to a diversified portfolio of Real Estate Credit Investments. The real estate debt strategy focuses on secured residential and commercial debt in the UK and Western Europe, seeking to exploit opportunities in publicly traded securities and real estate loans. The Company has adopted a long term strategic approach to investing and focuses on identifying value in real estate debt.

2.   The Proposal

(i)         Placing Programme

The Company intends to issue up to 100 million New Ordinary Shares pursuant to the Placing Programme, which is expected to consist of one or more Placings. The New Ordinary Shares to be issued pursuant to the Placing Programme will rank pari passu with the Existing Ordinary Shares.

Subject to the requirements of the Listing Rules, the price at which each New Ordinary Share will be issued pursuant to each Placing will be no less than the aggregate of the published Net Asset Value per Existing Ordinary Share at the time of issue (after deducting any dividend per Ordinary Share in relation to which the New Ordinary Shares to be issued pursuant to the relevant Placing will not participate and that was declared subsequent to the date on which the relevant Net Asset Value per Ordinary Share was calculated) and such sum as equates to the costs, expenses and commissions attributable to such Placing and may, in the Directors' sole discretion, include a premium. The Placing Price in relation to each Placing will be announced by the Company via an RIS announcement in advance of that Placing.

The number of New Ordinary Shares issued in conjunction with each Placing will be determined based on the Placing Price, but will not exceed, in aggregate, 100 million New Ordinary Shares.

 (ii)         Background and benefits of the Placing Programme

The Board, as advised by the Investment Manager, continues to be positive about the investment opportunities available within real estate credit markets.

It is the Investment Manager's view that whilst economic and Brexit related uncertainty exists, the UK and Western European real estate markets (and, in particular those in Germany and France) continue to offer an attractive combination of underlying tenant demand, relatively liquid investment markets and a shortage of debt capital.

Given this backdrop, and in light of the positive prospects for further investments by the Company in the short to medium term, the Directors believe that implementing the Placing Programme is in the best interests of the Company and the Shareholders as a whole and will lead to:

·      an attractive level of returns from new investments;

·      a reduction in the total expense ratio, by spreading the Company's fixed running costs over a larger Ordinary Shareholder base; and

·      an improved free float, which may enhance liquidity in the Ordinary Shares.

The Net Placing Proceeds will be deployed in new real estate credit investment opportunities, and to fund the existing undrawn loan commitments the Company has already closed, in accordance with the Investment Objective and Policy, which the Directors believe will provide:

·      greater scope to expand and diversify the Investment Portfolio; and

·      a better position for the Company to take advantage of the attractive investment opportunities which both the Directors and the Investment Manager anticipate will continue to arise for the foreseeable future. The Investment Manager believes that the best risk-adjusted opportunity set currently lies in senior loans and core income bonds.

The Investment Manager continuously assesses market conditions and investment opportunities and the implementation of the Placing Programme will allow the Company to undertake fundraisings in an expeditious and straightforward manner to take advantage of investments as they arise. To the extent that the Company is not able to participate in any planned investments after a Placing (which the Directors do not expect to be the case), the Net Placing Proceeds from such Placing may be invested in other assets that the Investment Manager believes offer attractive returns to the Company and that fall within the Investment Objective and Policy.

 (iii)        Placing Programme

The Company intends to issue up to 100 million New Ordinary Shares pursuant to the Placing Programme, subject to the Company being able to source suitable investments in accordance with its Investment Objective and Policy. The maximum number of New Ordinary Shares available under the Placing Programme should not be taken as an indication of the number of New Ordinary Shares to be finally issued.

The Placing Programme is flexible and may have a number of closing dates in order to provide the Company with the ability to issue the New Ordinary Shares over a period of time. The Placing Programme is intended to partially satisfy market demand for the Ordinary Shares and to raise further money for investment in accordance with the Investment Objective and Policy.

The Directors believe, having been so advised by the Investment Manager, that the primary advantage of raising capital pursuant to the Placing Programme will be the opportunity for further investment in the Western European real estate credit markets, particularly in real estate debt secured against commercial and residential real estate assets in the UK and Western Europe. To the extent that suitable investments are not available (which the Directors do not expect to be the case) the Net Placing Proceeds may also be invested in other assets that fall within the Investment Objective and Policy to the extent that the Investment Manager identifies investment opportunities that it believes offer attractive returns to the Company.

Pending investment of the Net Placing Proceeds in accordance with the Investment Objective and Policy, the Company may invest the net proceeds in short term money market funds. The Company does not intend to apply leverage to these temporary investments.

Allotment and issue of New Ordinary Shares under the Placing Programme is at the discretion of the Directors. Allotments and issuance may take place at any time prior to the final closing date of the Placing Programme. An announcement of each allotment and issue will be released through an RIS, including details of the number of New Ordinary Shares allotted and issued and the applicable Placing Price. It is anticipated that dealings in the New Ordinary Shares will commence two Business Days after the trade date for each issue of New Ordinary Shares. Whilst it is expected that all New Ordinary Shares issued pursuant to a particular Placing will be issued in uncertificated form, if any New Ordinary Shares are issued in certificated form it is expected that share certificates would be despatched approximately two weeks after the relevant Admission. No temporary documents of title will be issued.

The Placing Programme is not being underwritten and, as at the date of the Prospectus, the actual number of New Ordinary Shares to be issued under the Placing Programme is not known. The number of New Ordinary Shares available under the Placing Programme should not be taken as an indication of the number of New Ordinary Shares to be finally issued.

The Placing Programme is not being made on a pre-emptive basis, therefore Existing Ordinary Shareholders who do not participate in the Placing Programme will have their percentage holding diluted following each issue of New Ordinary Shares. Assuming that the maximum number of New Ordinary Shares are issued under the Placing Programme (being 100 million), this will result in a dilution of approximately 39 per cent. in Existing Ordinary Shareholders' voting control of the Company.

The New Ordinary Shares issued pursuant to the Placing Programme (including pursuant to the Initial Placing) will rank pari passu with the Ordinary Shares then in issue (save that the New Ordinary Shares will not be entitled to receive any dividends or other distributions declared, made or paid in respect of Ordinary Shares by reference to a record date prior to the allotment and issue of the relevant New Ordinary Shares).

The Placing Programme will be suspended at any time when the Company is unable to issue New Ordinary Shares pursuant to any statutory provision or other regulation applicable to the Company or otherwise at the Directors' discretion. The Placing Programme may resume when such conditions cease to exist, subject always to the final closing date of the Placing Programme being 1 November 2019.

The Placing Programme is conditional upon the Existing Ordinary Shareholders passing the Resolution at the EGM.  In addition, each allotment and issue of New Ordinary Shares pursuant to the Placing Programme is conditional, among other things, on:

·      admission of the New Ordinary Shares issued pursuant to such allotment and issue; and

 

·      the Placing Agreement not being terminated in accordance with its terms or a particular Placing not being terminated in accordance with the terms of the Placing Agreement.

In circumstances where these conditions are not fully satisfied, the relevant issue of New Ordinary Shares pursuant to the Placing Programme will not take place. If a Placing does not proceed, subscription monies received in relation to such Placing will be returned without interest at the risk of the applicant.

Applications will be made to the UK Listing Authority and the London Stock Exchange for the New Ordinary Shares issued pursuant to the Placing Programme to be admitted to the premium segment of the Official List and to trading on the premium segment of the Main Market. It is expected that each Admission will become effective and dealings in the New Ordinary Shares on the Main Market will commence between 30 November 2018 and 1 November 2019, being the end of the Placing Programme.

All New Ordinary Shares issued pursuant to the Placing Programme will be in registered form and will be delivered in uncertificated form, unless otherwise requested.

It is expected that the Company will arrange for Euroclear UK and Ireland to be instructed 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. Definitive certificates in respect of New Ordinary Shares in certificated form will be dispatched by post within two weeks of commencement of dealings. Temporary documents of title will not be issued.

Ordinary Shareholders (other than US Persons) holding definitive certificates may elect at a later date to hold such Shares through CREST or in uncertificated form provided they surrender their definitive certificates.

4.   Extraordinary General Meeting

The Placing Programme is conditional on the approval of the Resolution, which must be passed as an Extraordinary Resolution at the EGM.

The Companies Law and the Articles require that any disapplication of pre-emption rights be approved by an Extraordinary Resolution (that is 75 per cent. of the Existing Ordinary Shareholders present and voting, whether in person or by proxy).

The Resolution

·      To disapply the pre-emption rights contained in the Articles in respect of 100 million Ordinary Shares, such disapplication to have effect for the duration of the Placing Programme (unless previously renewed, varied or revoked by the Company in a general meeting).

If the Resolution is not passed by the required majority of Existing Ordinary Shareholders attending and voting at the EGM (whether in person or by proxy), the Placing Programme will not proceed.

The Listing Rules impose an obligation on the Company to obtain Existing Ordinary Shareholder consent for issuances of New Ordinary Shares at a price below the Net Asset Value of Existing Ordinary Shares.

5.   Recommendation

Your Board, as advised by Liberum, considers that the Proposal and the Resolution are in the best interests of the Company and Shareholders as a whole. Accordingly, the Board unanimously recommends that Existing Ordinary Shareholders vote in favour of the Resolution to be proposed at the EGM. Existing Ordinary Shareholders are therefore urged to complete and return their Proxy Appointment without delay, whether or not they intend to attend the EGM.

DEFINITIONS

In this announcement the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:

Board of Directors or Directors or Board	the board of directors of the Company
Circular	the circular issued by the Company in connection with the EGM
Companies Law	The Companies (Guernsey) Law, 2008 (as amended)
Company	Real Estate Credit Investments Limited and, where relevant, its subsidiaries and subsidiary undertakings
CREST	the relevant system as defined in the CREST Regulations in respect of which Euroclear is operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended
Directors	the directors of the Company from time to time
EGM or Extraordinary General Meeting	the extraordinary general meeting of the Company to be held on 29 November 2018 at which the Resolutions will be put to the Existing Ordinary Shareholders for approval
Existing Ordinary Shareholders	the holders of Existing Ordinary Shares
Existing Ordinary Shares	the ordinary shares in issue in the capital of the Company as at the date of the Prospectus
Financial Conduct Authority or FCA	the Financial Conduct Authority, and including any successor thereof, acting in its capacity as the competent listing authority for the purposes of Part 6 of FSMA
FSMA	the Financial Services and Markets Act 2000, as amended
Investment Manager	Cheyne Capital Management (UK) LLP, a limited liability partnership incorporated in England (registered number OC321484)
Liberum	Liberum Capital Limited
Listing Rules	the listing rules made by the Financial Conduct Authority for the purposes of Part VI of FSMA
London Stock Exchange	London Stock Exchange plc
Main Market	the London Stock Exchange's regulated market for securities admitted to trading
Net Placing Proceeds	the gross placing proceeds of the Placing Programme less applicable fees and expenses of the Placing Programme
New Ordinary Shares	the ordinary shares in the capital of the Company to be issued pursuant to the Placing Programme
Official List	the list maintained by the UK Listing Authority pursuant to Part VI of FSMA
Placees	those investors participating in the Placing Programme
Placing	any placing of New Ordinary Shares to one of more investors pursuant to the Placing Programme
Placing Agreement	the placing agreement between, inter alia, the Company and Liberum as more fully described in the Prospectus
Placing Price	the price at which the New Ordinary Shares will be issued pursuant to the Placing to Placees, being such price as shall be determined by the Directors, as discussed further in the section entitled "Placing Price" in Part VI of the Prospectus
Placing Programme	the proposed programme of placings of up to 100 million New Ordinary Shares as described in the Prospectus
Real Estate Credit Investments	debt secured, directly or indirectly, by commercial or residential properties within Western Europe or the United Kingdom
Regulatory Information Service	a service authorised by the UK Listing Authority to release regulatory announcements to the London Stock Exchange
RIS	a Regulatory Information Service
Shareholders	the holders of Shares
Shares	the Existing Ordinary Shares and/or the New Ordinary Shares (as appropriate)
UK Listing Authority	the FCA in its capacity as the competent authority for listing in the United Kingdom pursuant to Part IV of FSMA
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
United States or US	the United States of America, its territories and possessions, any State of the United States, and the District of Columbia
US Investment Company Act	US Investment Company Act of 1940, as amended
US Person	US person within the meaning given to it in Regulation S under the US Securities Act
US Securities Act	the US Securities Act of 1933, as amended
US Tax Code	the US Internal Revenue Code of 1986, as amended
US$ or US Dollars or $	the lawful currency of the United States of America

 

Important notice

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement does not constitute and may not be construed as an offer to sell or issue, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement (including, without limitation, any illustrative modelling information contained herein), or its completeness.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

All investments are subject to risk, including the risk of loss of the principal amount invested. Past performance is not a reliable indicator of future results. Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person.

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction.  This announcement does not constitute a recommendation regarding any securities.

This announcement is only addressed to or directed at persons in the United Kingdom who: (i) have professional experience in matters relating to investments and fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) together being "Relevant Persons").  Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with the persons referred to in (i), (ii) and (iii).

Neither this announcement nor any part or copy of it may be taken or transmitted into the United States, Australia, Canada, South Africa or Japan, or distributed, in whole or in part, directly or indirectly, to any US Persons or in or into the United States, Australia, Canada, South Africa, Japan or any other jurisdiction where, or to any other person to whom, to do so would constitute a violation of applicable law.  Any failure to comply with this restriction may constitute a violation of applicable law.  This announcement does not constitute or form a part of any offer to sell or issue, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or in any other jurisdiction.  Persons into whose possession this announcement comes should observe all relevant restrictions.

 The Company has not been and will not be registered under the US Investment Company Act and as such investors are not and will not be entitled to the benefits of the US Investment Company Act.  The Ordinary Shares have not been and will not be registered under the US Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, taken up, exercised, renounced, delivered, distributed or transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, US Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not result in the Company being required to register as an "investment company" under the US Investment Company Act. In connection with the Placing Programme, subject to certain exceptions, offers and sales of Ordinary Shares will be made only outside the United States in "offshore transactions" to non-US Persons pursuant to Regulation S under the Securities Act. There has been and will be no public offering of the Ordinary Shares in the United States.

Neither the US Securities and Exchange Commission, nor any securities regulatory authority of any state or other jurisdiction of the United States, has approved or disapproved of the securities of the Company or passed upon or endorsed the merits of any offering of such securities.

Prospective investors should take note that any securities may not be acquired by (i) investors using assets of (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.

Liberum is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Liberum is acting solely for the Company and no one else in connection with the Placing Programme and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Liberum or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Liberum or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities.

Forward-looking statements

This announcement may contain forward-looking statements regarding the financial condition, results of operations, cash flows, dividends, financing plans, business strategies, operating efficiencies, budgets, capital and other expenditures, competitive positions, growth opportunities, plans and objectives of management and other matters relating to the Company. Statements in this announcement that are not statements of historical facts are hereby identified as forward-looking statements. In some instances, forward-looking looking statements can be identified by the use of forward-looking terminology, including terms such as "projects", "forecasts", "anticipates", "expects", "believes", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology.

By their nature, forward-looking statements involve risk and uncertainty as they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance, and the actual results, performance or achievements of the Company, and development of the markets and the industries in which it operates or is likely to operate, may differ materially from those described in, or suggested by, any forward-looking statements contained in this announcement. In addition, even if actual results, performance, achievements or developments are consistent with any forward-looking statements contained in this announcement in a given period, those results, performance, achievements or developments may not be indicative of results, performance, achievements or developments in subsequent periods. A number of factors could cause results, performance, achievements and developments to differ materially from those expressed or implied by any forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation and currency fluctuations.

Any forward-looking statements in this announcement reflect the Company's current view with respect to future events, speak only as of their date and are subject to change without notice. Save as required by applicable law or regulation, the Company and the other parties named in this announcement expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.