NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
The information contained within this announcement is deemed by the HgCapital Trust plc to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
10 June 2019
HgCapital Trust plc
(the "Company")
Placing to raise up to approximately £80 million
HgCapital Trust plc (LSE: HGT) is a FTSE 250 company which provides investors with exposure to a fast-growing network of unquoted investments, primarily in European software and service businesses.
The Board today announces that it intends to raise up to approximately £80 million for the Company by way of a placing of new ordinary shares of 2.5 pence each in the capital of the Company (the "Ordinary Shares") (the "Placing").
The Board believes that it is in Shareholders' interests to raise further equity in order to maximise the Company's opportunities to access Hg's (the "Investment Manager" or "Hg") attractive proprietary pipeline and thereby to enable the Company to continue its long-term performance record.
The Investment Manager's conviction in the future performance of the Company is high as evidenced by the fact that the Board has been informed by Hg that it expects that its partners and staff will invest at least £10 million either in the Placing or, if the Placing is fully subscribed, through purchases of Ordinary Shares in the open market, if available, following this announcement. This is in addition to the more than £100m investment made by Hg partners and staff directly into the current Hg Mercury, Genesis and Saturn funds.
Numis Securities Ltd ("Numis") is acting as corporate broker in respect of the Placing.
Background to the Placing
· Following the Company's strong double-digit compounded growth over the past 20 years of 14.5% p.a., and the Board's confidence in Hg's ability to deploy additional capital into its pipeline of attractive investment opportunities, the Board believes it would be advantageous to Shareholders for the Company to be able to continue to make commitments to future Hg fund vintages of a scale where the Company's commitments are in the range of 10% to 15% of the total Hg fund size, as they have been able to do historically.
· Given the cycle of Hg's fundraising, the Board believes that they may be required to make commitment decisions to Hg's next vintage of funds within the next 6 to 12 months.
· In addition to these potential fund commitments the Board would like to continue to have the ability to take part in co-investments offered to them by Hg, currently 15% of the Company's NAV exposure. Such co-investments provide the Company with enhanced access to Hg's investment opportunities and are also attractive in that they incur no management fees or carried interest at the co-investment level, and no carried interest and no additional management fees at the Company level.
· The current level of liquid resources available to the Company to invest is £97 million, which represents 12% of the NAV as at 31 May 2019, this is a level below that of the long-run average that would typically be invested within a 12-month period.
· Whilst the Board expects to see further realisations over the short to medium term, there is also an expectation of continued deployment given the Investment Manager's attractive proprietary pipeline.
Details of the Placing
New Ordinary Shares issued pursuant to the Placing will be issued at a price of 217.1 pence each (the "Placing Price"). The Placing Price represents a premium of approximately 1.1 per cent. to the last published NAV as at 31 May 2019. The issue premium has been set at a level to cover the costs associated with the Placing.
The total number of new Ordinary Shares available under the Placing is 37,324,698 representing approximately 10 per cent. of the current issued share capital of the Company and the full extent of the authority for non pre-emptive issues granted by Shareholders at the 2019 AGM.
The issue is available to Qualified Investors (as defined in the Terms and Conditions appended to this announcement), who are invited to apply for new Ordinary Shares through the Company's corporate broker, Numis, on the contact details below.
The expected timetable for the Placing is as follows:
|
2019 |
Placing opens |
10June |
Placing closes |
1.00 p.m. on 13 June |
Results of Placing announced |
14 June |
Admission of new Ordinary Shares |
18 June |
All new Ordinary Shares issued pursuant to the Placing will, when issued and fully paid, confer the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.
The closing date and the size of the Placing, and the decision to allot new Ordinary Shares to any Qualified Investor, will be determined at the absolute discretion of the Company and Numis.
Application will be made to the Financial Conduct Authority ("FCA") for the new Ordinary Shares to be admitted to the Official List and to the London Stock Exchange for the new Ordinary Shares to be admitted to trading on the premium segment of the Main Market.
Enquiries
Hg
Laura Dixon +44 (0)20 7089 7888
Numis
James Glass (sales) +44 (0)20 7260 1369
David Benda (corporate) +44 (0)20 7260 1275
Brunswick
Sam Chiene and Joe Shipley +44 (0)20 7379 5151
IMPORTANT NOTICES
This announcement sets out certain features of HgCapital Trust plc and does not purport to provide a full or complete description of HgCapital Trust plc, its shares or its future prospects or performance. It may not be relied upon for any purpose, and no representation or warranty is given as to the accuracy or completeness or correctness of the information or opinions, description of prospects or projections contained herein.
The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance and prospective investors may not receive any return from an investment in HgCapital Trust plc.
This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or Numis. The offer and sale of Ordinary Shares has not been and will not be registered under the applicable securities laws of Canada, Australia, Japan, New Zealand or the Republic of South Africa. Subject to certain exemptions, the Ordinary Shares may not be offered to or sold within Canada, Australia, Japan, New Zealand or the Republic of South Africa or to any national, resident or citizen of Canada, Australia, Japan, New Zealand or the Republic of South Africa.
The Ordinary Shares have not been, and will not be, registered under the US Securities Act 1933, as amended ("US Securities Act"), or the securities laws of any other jurisdiction of the United States. The Ordinary Shares may not be offered or sold, directly or indirectly, in or into the United States (except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act). No public offering of the Ordinary Shares is being made in the United States. The Ordinary Shares are being offered and sold only outside the United States in "offshore transactions" within the meaning of, and in reliance on, Regulation S under the US Securities Act.
The Ordinary Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed on or endorsed the merits of the Placing or the accuracy or adequacy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.
The securities referred to herein have not been registered under the applicable securities laws of Australia, New Zealand Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold within Australia, New Zealand, Canada, Japan or the Republic of South Africa or to any national, resident or citizen of Australia, New Zealand, Canada, Japan or the Republic of South Africa.
The distribution of this announcement outside the UK may be restricted by law. No action has been taken by the Company or Numis that would permit (i) a public offer of Ordinary Shares in any jurisdiction or (ii) possession of this announcement in any jurisdiction outside the UK, where action for that purpose is required. Persons outside the UK who come into possession of this announcement should inform themselves about the distribution of this announcement in their particular jurisdiction. Failure to comply with those restrictions may constitute a violation of the securities laws of such jurisdiction.
Members of the public are not eligible to take part in the Placing. This announcement is directed only at persons who are: (a) if in a member state of the European Economic Area ("EEA"), persons who are who are qualified investors, being persons falling within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"), or (b) if in the United Kingdom, Qualified Investors who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) fall within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (c) are persons to whom they may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons").
This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in the Company.
All offers of the Ordinary Shares in the EEA will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.
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 "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 new Ordinary Shares have been subject to a product approval process, which has determined that the new Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in 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, Placees 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 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. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis 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.
Each distributor is responsible for undertaking its own target market assessment in respect of the new Ordinary Shares and determining appropriate distribution channels.
The content of this announcement has been prepared by, and is the sole responsibility of, the Company.
The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Numis, which is authorised and regulated in the UK by the FCA, is acting as corporate broker to the Company in connection with the Placing. Numis is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. No representation or warranty, express or implied, is made by Numis as to, and no liability is accepted by Numis in respect of, any of the contents of this announcement.
Appendix - Terms and conditions of the Placing
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"), OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (C) ARE PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION IN IT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT 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 ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN NEW ORDINARY SHARES.
Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for new Ordinary Shares (the "Placees"), will be deemed to have read and understood this announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Ordinary Shares that are allocated to it for the purposes of its business;
2. in the case of any Ordinary Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Ordinary Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Numis has been given to the offer or resale; or (ii) where Ordinary Shares have been acquired by it on behalf of persons in any Member State of the EEA other than Qualified Investors, the offer of those Ordinary Shares to it is not treated under the Prospectus Directive as having been made to such persons;
3. (a) it is not (i) in the United States or a U.S. Person (as defined in Regulation S) and/or (ii) acting for the account or benefit of a person in the United States or a U.S. Person (as defined in Regulation S): or (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US Person as defined in, and in reliance on Regulation S under the Securities Act; or (c) it is otherwise acquiring the Ordinary Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act; and
4. it is not, and is not acting for the account or benefit of a person who is, a national of Canada, Australia, New Zealand Japan or the Republic of South Africa.
The Company and Numis will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.
This announcement has been prepared and issued by the Company and is and will be the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis or any of its directors, officers, employees, affiliates, branches, advisers, consultants or agents or any other person as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any Placee, any person acting on such Placee's behalf or any of their respective advisers, and any liability therefor is expressly disclaimed.
This announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Ordinary Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.
In particular, the Ordinary Shares referred to in this announcement have not been and will not be registered under the Securities Act or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The new Ordinary Shares are being offered and sold outside the United States to non-U.S. Persons as defined in, and in accordance with, Regulation S under the Securities Act.
No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the Placing has been, or will be, lodged with, or registered by the Australian Securities and Investments Commission or the New Zealand Financial Markets Authority and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Placing or the Ordinary Shares. Accordingly, subject to certain exceptions, the Ordinary Shares may not, directly or indirectly, be offered or sold within Canada, Australia, New Zealand, Japan or the Republic of South Africa or offered or sold to a resident of Canada, Australia, New Zealand, Japan or the Republic of South Africa. The Ordinary Shares to be subscribed in the Placing have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, any US Person (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. The Company has not been registered and will not register under the United States Investment Company Act of 1940, as amended.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or this announcement of which it forms part should seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for new Ordinary Shares has been given.
1. THE PLACING
1.1. Numis has entered into the Placing Agreement with the Company. Pursuant to the Placing Agreement, Numis has undertaken, subject to the terms set out therein, to use its reasonable endeavours, as agent of the Company, to procure subscribers for the new Ordinary Shares at the Placing Price. The Placing is not being underwritten.
1.2. The new Ordinary Shares will, when issued, be subject to the Articles of Association, be credited as fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the new Ordinary Shares. The new Ordinary Shares will be issued free of any encumbrance, lien or other security interest.
1.3. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
1.4. Each Placee will be required to pay to Numis, on the Company's behalf, an amount equal to the product of the Placing Price and the number of new Ordinary Shares that such Placee is required to be allotted in accordance with the terms set out in or referred to in this Appendix. Each Placee's obligation to be allotted and pay for new Ordinary Shares under the Placing will be owed to each of the Company and Numis. Each Placee will be deemed to have read this Appendix in its entirety.
1.5. None of Numis or any holding company thereof, any subsidiary thereof, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of its directors, officers and employees (each an "Affiliate") will have any liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.
2. APPLICATION FOR ADMISSION
Application will be made to the FCA for the new Ordinary Shares to be admitted to trading on the Official List and to the London Stock Exchange for the new Ordinary Shares to be admitted to trading on the premium segment of the Main Market. It is expected that Admission will become effective on or around 8.00 a.m. on 18 June 2019 and that dealings in the new Ordinary Shares will commence at that time.
3. PARTICIPATION IN, AND PRINCIPAL TERMS OF THE PLACING
3.1. Numis will today commence the bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by the Placees in respect of any new Ordinary Shares.
3.2. Numis (whether through itself or any of its Affiliates) is arranging the Placing as corporate broker to the Company for the purpose of using its reasonable endeavours to procure Placees at the Placing Price for the new Ordinary Shares. Numis is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Numis or for providing advice in relation to the matters described in this announcement. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis. Numis and its Affiliates may participate in the Placing as principal(s).
3.3. The Placing Price is a fixed price of 217.1 pence per new Ordinary Share.
3.4. To bid in the Placing, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Numis. Each bid should state the number of new Ordinary Shares which the prospective Placee wishes to subscribe for at the Placing Price. Numis reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at Numis' absolute discretion, subject to agreement with the Company.
3.5. The timing of the closing of the Placing is to be determined at the discretion of the Company and Numis. Numis may, in agreement with the Company, accept bids that are received after the Placing has closed. The Company reserves the right (upon the agreement of Numis) to reduce the number of shares to be issued pursuant to the Placing, in its absolute discretion.
3.6. The new Ordinary Shares will be issued subject to the terms and conditions of this announcement and each Placee's commitment to subscribe for new Ordinary Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Numis' conduct of the Placing.
3.7. All times and dates in this announcement may be subject to amendment. Numis shall notify the Placees and any person acting on behalf of the Placees of any changes.
3.8. Each prospective Placee's allocation of new Ordinary Shares will be confirmed to prospective Placees orally by Numis or one of its Affiliates, and a contract note will be dispatched as soon as practicable thereafter as evidence of such Placee's allocation and commitment. The terms and conditions of this Appendix will be deemed incorporated into the contract note. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Numis to subscribe for the number of Ordinary Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Articles of Association.
3.9. The Company will release the Results Announcement following the close of the Placing, detailing the aggregate number of the new Ordinary Shares to be issued at the Placing Price.
3.10. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all new Ordinary Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under Paragraph 7 "Registration and Settlement".
3.11. All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of amongst other things, the conditions referred to below under Paragraph 4 "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under Paragraph 5 "Right to terminate under the Placing Agreement".
3.12. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
3.13. Each Placee's obligations will be owed to the Company and to Numis. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Numis as agent of the Company and to the Company, to pay to Numis in cleared funds an amount equal to the product of the Placing Price and the number of new Ordinary Shares such Placee has agreed to acquire. Numis will procure the allotment of the new Ordinary Shares so subscribed to each Placee.
3.14. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the new Ordinary Shares to the Placees and that Numis shall not have any liability to the Placees for the failure of the Company to fulfil those obligations.
4. CONDITIONS OF THE PLACING
4.1. The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of Numis under the Placing Agreement are conditional, inter alia, on:
4.1.1. the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
4.1.2. the Placing Agreement not having been terminated in accordance with its terms; and
4.1.3. Admission occurring not later than 8.00 a.m. on 18 June 2019 or such later time as Numis may agree in writing with the Company (but in any event not later than 8.00 a.m. on 31 July 2019).
4.2. If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by Numis), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of Numis or the Company, nor any of their respective Affiliates 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 it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.
4.3. By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under paragraph 5 "Right to terminate under the Placing Agreement", and will not otherwise be capable of rescission or termination by the Placee.
5. RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT
5.1. Numis may (after consultation with the Company), at any time before Admission, terminate the Placing Agreement by giving notice to the Company if, inter alia:
5.1.1. it comes to the knowledge of Numis that any the warranties in the Placing Agreement are not true and accurate in any material respect or have become misleading in any material respect (or would not be true and accurate in any material respect or would be misleading in any material respect if they were repeated at any time before Admission) by reference to the facts subsisting at the time when the notice referred to above is given; or
5.1.2. it comes to the notice of Numis that a matter has arisen which is likely to give rise to a claim under any of the indemnities given by the Company under the Placing Agreement; or
5.1.3. there has been a material breach by the Company or the Investment Manager of any of the terms of the Placing Agreement (other than the warranties); or
5.1.4. in the opinion of Numis, acting reasonably and in good faith, there shall have occurred any Material Adverse Change, whether or not foreseeable at the date of Placing Agreement, in, or any development involving a prospective Material Adverse Change in or affecting, the condition, financial, operational or legal of the earning or business affairs or business prospects of the Company, whether or not arising in the ordinary course of business.
5.2. By participating in the Placing, each Placee agrees with Numis that the exercise by Numis of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Numis without the need to make any reference to the Placees in this regard and that, to the fullest extent permitted by law, Numis shall not have any liability whatsoever to the Placees in connection with any such exercise.
6. NO PROSPECTUS
No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published and Placees' commitments will be made solely on the basis of the information contained in this announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service. Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement is exclusively the responsibility of the Company and confirms to Numis and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Numis (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the contract note referred to below), any of their respective Affiliates, any persons acting on its behalf or the Company and none of Numis or any of its Affiliates, any persons acting on its behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Numis (for itself and as agent for the Company) that, except in relation to the information contained in this announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
7. REGISTRATION AND SETTLEMENT
7.1. Settlement of transactions in the new Ordinary Shares (ISIN GB00BJ0LT190) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Numis reserves the right to require settlement for and delivery of the new Ordinary Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
7.2. It is expected that settlement will take place on or about 18 June 2019 in CREST in accordance with the instructions set out in the contract note. Settlement will be through Numis against CREST ID: 600.
7.3. Each Placee allocated new Ordinary Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with Numis, stating the number of new Ordinary Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Numis and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Numis.
7.4. Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc.
7.5. Each Placee is deemed to agree that if it does not comply with these obligations, Numis may sell any or all of the new Ordinary Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Numis' own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such new Ordinary Shares on such Placee's behalf.
7.6. If new Ordinary Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as new Ordinary Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such new Ordinary Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the new Ordinary Shares, none of Numis or the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
8. REPRESENTATIONS AND WARRANTIES
8.1. By submitting a bid in the bookbuild and participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) to each of the Company, Numis and the Registrar that:
8.1.1. the Placee has read this announcement in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Placing Agreement and the Articles of Association. Such Placee agrees that these terms and conditions and the contract note issued by Numis to such Placee represent the whole and only agreement between the Placee, Numis and the Company in relation to the Placee's participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Placee agrees that none of the Company and Numis nor any of their respective officers, directors or employees will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
8.1.2. no offering document or prospectus has been prepared in connection with the Placing of the new Ordinary Shares and that it has not received a prospectus or other offering document in connection therewith;
8.1.3. the new Ordinary Shares will be listed on the premium segment of the Official List and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA (collectively the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
8.1.4. if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the UK) on the date of such Placee's agreement to acquire new Ordinary Shares under the Placing and will not be any such person on the date any such offer is accepted;
8.1.5. Numis 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 Numis is not acting for it or its clients and that Numis will not be responsible for providing protections to it or its clients;
8.1.6. none of Numis or any person affiliated with Numis acting on its behalf is responsible for or shall have any liability for any information, representation or statement contained in this announcement or any supplementary announcement (as the case may be) or any information previously published by or on behalf of the Company and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise;
8.1.7. in agreeing to acquire new Ordinary Shares under the Placing, the Placee is relying on this announcement and any supplementary announcement concerning the Placing (as the case may be) and not on any other information or representation concerning the Company, the Placing or the new Ordinary Shares. Such Placee agrees that none of the Company, Numis nor their respective Affiliates will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;
8.1.8. save in the event of fraud on its part (and to the extent permitted by the rules of the FCA), neither Numis, nor any of its Affiliates shall be liable to a Placee for any matter arising out of the role of Numis as the Company's broker, and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against Numis and any of its Affiliates which a Placee may have in respect thereof;
8.1.9. the Placee has complied with all applicable laws and such Placee will not infringe any applicable law as a result of such Placee's agreement to acquire new Ordinary Shares under the Placing and/or acceptance thereof or any actions arising from such Placee's rights and obligations under the Placee's agreement to acquire new Ordinary Shares under the Placing and/or acceptance thereof or under the Articles of Association;
8.1.10. all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order (i) to enable the Placee lawfully to enter into, and exercise its rights and perform and comply with its obligations to acquire the new Ordinary Shares under, the Placing and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Placee's entry into, exercise of its rights and/or performance under, or compliance with its obligations under the Placing, does not and will not violate (a) its constitutive documents or (b) any agreement to which the Placee is a party or which is binding on the Placee or its assets;
8.1.11. to the fullest extent permitted by law, the Placee acknowledges and agrees to the disclaimers contained in this announcement and acknowledges and agrees to comply with the selling restrictions set out in this announcement;
8.1.12. the Ordinary Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of Canada, Australia, New Zealand, the Republic of South Africa or Japan or where to do so may contravene local securities laws or regulations;
8.1.13. the Placee is not a person located in the United States and is not a U.S. Person (as defined in Regulation S) and is eligible to participate in an "offshore transaction" as defined in and in accordance with Regulation S of the Securities Act and the new Ordinary Shares were not offered to such Placee by means of "directed selling efforts" as defined in Regulation S of the Securities Act;
8.1.14. the Company, and any registrar or transfer agent or other agent of the Company, will not be required to accept the registration of transfer of any new Ordinary Shares acquired by the Placee, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with;
8.1.15. the Placee invests in or purchases securities similar to the new Ordinary Shares in the normal course of its business and it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the new Ordinary Shares;
8.1.16. the Placee has conducted its own investigation with respect to the Company and the new Ordinary Shares and has had access to such financial and other information concerning the Company and the new Ordinary Shares as the Placee deemed necessary to evaluate the merits and risks of an investment in the new Ordinary Shares, and the Placee has concluded that an investment in the new Ordinary Shares is suitable for it or, where the Placee is not acting as principal, for any beneficial owner of the new Ordinary Shares, based upon each such person's investment objectives and financial requirements;
8.1.17. the Placee or, where the Placee is not acting as principal, any beneficial owner of the new Ordinary Shares, is able to bear the economic risk of an investment in the new Ordinary Shares for an indefinite period and the loss of its entire investment in the new Ordinary Shares;
8.1.18. there may be adverse consequences to the Placee under United States and other tax laws resulting from an investment in the new Ordinary Shares and the Placee has made such investigation and has consulted such tax and other advisers with respect thereto as it deems necessary or appropriate;
8.1.19. the Placee is not a resident of Canada, Australia, New Zealand, the Republic of South Africa or Japan and acknowledges that the new Ordinary Shares have not been and will not be registered nor will a prospectus be prepared in respect of the new Ordinary Shares under the securities legislation of Canada, Australia, New Zealand, the Republic of South Africa or Japan and, subject to certain exceptions, the new Ordinary Shares may not be offered or sold, directly or indirectly, in or into those jurisdictions or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful;
8.1.20. the Placee is liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by it or any other person on the acquisition by it of any new Ordinary Shares or the agreement by it to acquire any new Ordinary Shares;
8.1.21. the Placee accepts that if the Placing does not proceed or the conditions to the Placing Agreement are not satisfied or the new Ordinary Shares for which valid applications are received and accepted are not admitted to the Official List and to trading on the premium segment of the London Stock Exchange's Main Market for listed securities for any reason whatsoever then none of Numis or the Company, nor their Affiliates shall have any liability whatsoever to it or any other person;
8.1.22. in the case of a person who confirms to Numis on behalf of a Placee an agreement to acquire new Ordinary Shares under the Placing and/or who authorises Numis to notify such Placee's name to the Registrar, that person represents and warrants that it has authority to do so on behalf of the Placee;
8.1.23. the Placee has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Money Laundering Regulations 2017") and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Money Laundering Regulations 2017 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the new Ordinary Shares comprising the Placee's allocation may be retained at Numis' discretion;
8.1.24. the Placee agrees that, due to anti-money laundering and the countering of terrorist financing requirements, Numis and/or the Company may require proof of identity of the Placee and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Placee to produce any information required for verification purposes, Numis and/or the Company may refuse to accept the application and the subscription moneys relating thereto. The Placee holds harmless and will indemnify Numis and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;
8.1.25. Placee is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, with all applicable provisions of FSMA, MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;
8.1.26. the Placee confirms that if it has received any inside information (as defined in MAR) about the Company in advance of the Placing, it warrants that it has received such information within the market soundings regime provided for in Article 11 of MAR and associated delegated legislation and it has not disclosed or dealt on the basis of that information prior to it being publicly available;
8.1.27. the Placee is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services) and that the new Ordinary Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer new Ordinary Shares into a clearing system;
8.1.28. if the Placee is a resident in the EEA, it is a "qualified investor" within the meaning of the law in the Relevant Member State implementing Article 2(1)I(i), (ii) or (iii) of the Prospectus Directive and that it is a person to whom new Ordinary Shares may lawfully be marketed to under any applicable legislation implementing the AIFMD;
8.1.29. the Placee has not offered or sold and will not offer or sell any new Ordinary Shares to persons in the UK prior to Admission except to "qualified investors" as defined in Article 2(1)I of the Prospectus Directive;
8.1.30. if in the UK, the Placee is (a) a person falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") or (b) a person falling within article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any new Ordinary Shares that are allocated to it for the purposes of its business and/or (c) a person to whom the Prospectus may otherwise be lawfully communicated;
8.1.31. the Placee has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the new Ordinary Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
8.1.32. the Placee has complied with and will comply with all applicable provisions of FSMA with respect to anything done by the Placee in relation to the Placing in, from or otherwise involving the UK;
8.1.33. Numis is not making any recommendation to the Placee or advising the Placee regarding the suitability or merits of participation in the Placing or any transaction the Placee may enter into in connection with the Placing or otherwise. The Placee is not Numis' client in connection with the Placing and Numis will not be responsible to any Placee for providing the protections afforded to Numis' clients or providing advice in relation to the Placing and Numis will not have any duties or responsibilities to any Placee similar or comparable to "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the rules of the FCA;
8.1.34. the exercise by Numis of any rights or discretions under the Placing Agreement shall be within its absolute discretion and Numis need not have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and each Placee agrees that it shall have no rights against Numis or its directors or employees under the Placing Agreement;
8.1.35. the Placee's commitment to acquire new Ordinary Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;
8.1.36. the Placee irrevocably appoints any director of Numis as its agent for the purposes of executing and delivering to the Company and/or the Registrar any documents on its behalf necessary to enable it to be registered as the holder of any of the new Ordinary Shares agreed to be taken up by it under the Placing and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any new Ordinary Shares in the event of its failure so to do;
8.1.37. the Placee acknowledges that any money held in an account with Numis 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. The Placee further 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 Numis' money in accordance with the client money rules and will be used by Numis in the course of its own business and the Placee will rank only as a general creditor of Numis; and
8.1.38. the Company is required to comply with FATCA and agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA;
8.1.39. the Placee will indemnify and hold the Company, Numis, 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 Appendix and further the Placee agrees that the provisions of this Appendix will survive after completion of the Placing. The Company and Numis will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings.
9. SUPPLY AND DISCLOSURE OF INFORMATION
If any of Numis, the Registrar or the Company or any of their respective agents request any information about a Placee's agreement to acquire the new Ordinary Shares, such Placee must promptly disclose it to them.
10. MISCELLANEOUS
10.1. The rights and remedies of Numis, the Registrar and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
10.2. On application, each Placee may be asked to disclose, in writing or orally to Numis:
10.2.1. if he is an individual, his nationality; or
10.2.2. if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
10.3. All documents will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified to Numis. Each Placee agrees to be bound by the Articles of Association once the new Ordinary Shares which such Placee has agreed to acquire have been acquired by such Placee. The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by Numis. The contract to acquire new Ordinary Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Numis, the Company and the Registrar, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against a Placee in any other jurisdiction. In the case of a joint agreement to acquire new Ordinary Shares, references to a "Placee" in these terms and conditions are to each of such Placees and such joint Placees' liability is joint and several. All times and dates in this announcement are subject to amendment and Numis and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of new Ordinary Shares under the Placing are determined.
10.4. The processing of a Placee's personal data by the Company will be carried out in compliance with the applicable data protection legislation and with its privacy statement, a copy of which can be found on the Company's website https://www.hgcapitaltrust.com/site-services/privacy.aspx . Each Placee acknowledges that it has read and understood the processing activities carried out by the Company as informed in the referred privacy statement.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires otherwise:
Admission |
the admission of the new Ordinary Shares to be issued pursuant to the Placing to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities |
AIFMD |
Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers, as amended |
Broker |
Numis |
certificated or in certificated form |
the description of a share or security which is not in uncertificated form (that is, not in CREST) |
Company or HgCapital |
HgCapital Trust plc |
CREST |
the relevant systems for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations |
CREST Regulations |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations for the time being in force |
Directors |
the directors of the Company |
ERISA |
the United States Employee Retirement Income Security Act of 1974, as amended |
Euroclear |
Euroclear UK & Ireland Limited, the operator of CREST |
FATCA |
The US Foreign Account Tax Compliance Act |
FCA |
the UK Financial Conduct Authority |
FSMA |
the UK Financial Services and Markets Act 2000, as may be amended from time-to-time |
London Stock Exchange |
London Stock Exchange plc |
MAR |
the EU Market Abuse Regulation 596/2014 |
Member State |
a sovereign state which is a member of the European Union |
Numis |
Numis Securities Limited, a company incorporated in England and Wales with registered number 02285918 and having its registered office at 10 Paternoster Square, London EC4M 7LT |
Official List |
the official list of the FCA |
Ordinary Shares |
ordinary shares of 2.5 pence each in the capital of the Company |
Placees |
the placees procured by Numis pursuant to the Placing Agreement who agree to subscribe for new Ordinary Shares |
Placing |
the placing of the new Ordinary Shares pursuant to the Placing Agreement |
Placing Agreement |
the placing agreement dated 9 June 2019 between (1) Numis, (2) the Investment Manager and (3) the Company relating to the Placing |
Placing Price |
217.1 pence per new Ordinary Share |
Prospectus Directive |
the Directive of the European Parliament and of the Council of the European Union 2003/71/EC |
Prospectus Rules |
the Prospectus Rules made by the FCA under Part VI of FSMA |
Registrar |
Computershare Investor Services PLC |
Regulation S |
Regulation S under the Securities Act |
Regulatory Information Service |
a regulated information service approved by the FCA and on the list of Regulatory Information Services maintained by the FCA |
Results Announcement |
the announcement to be released following the closing of the Placing |
Securities Act |
the US Securities Act of 1933, as amended |
Shareholders |
holders of Ordinary Shares |
UK or United Kingdom |
the United Kingdom of Great Britain and Northern Ireland |
uncertificated or in uncertificated form |
recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
United States or US |
the United States of America, its territories and possessions and the District of Columbia |
