No representation or warranty, express or implied, is made by
Liberum Capital Limited or Kinmont Limited as to the accuracy,
completeness or verification of the information set out in this
announcement, and nothing contained in this announcement is, or
shall be relied upon as, a promise or representation in this
respect, whether as to the past or the future. Liberum Capital
Limited and Kinmont Limited do not assume any responsibility for
its accuracy, completeness or verification and accordingly each
disclaims, to the fullest extent permitted by applicable law, any
and all liability whether arising in tort, contract or otherwise
which they might otherwise be found to have in respect of this
announcement or any such statement.
If you are in any doubt about the contents of this announcement
you should consult your accountant, legal or professional adviser
or financial adviser. It should be remembered that the price of
securities and the income from them can go up as well as down.
No Ordinary Shares have been offered or sold or will be offered
or sold to persons in the United Kingdom prior to publication of
this announcement except in circumstances which have not resulted
in an offer to the public in the United Kingdom within the meaning
of section 102B of the FSMA.
This announcement is only addressed to, and the Placing is only
directed at, persons in member states of the European Economic Area
("EEA") who are "qualified investors" within the meaning of Article
2(1)(e) of the Prospectus Directive ("Qualified Investors"). This
announcement must not be acted or relied upon in any member state
of the EEA, by persons who are not Qualified Investors. Any
investment or investment activity to which this announcement
relates is available, in any member state of the EEA, only to
Qualified Investors, and will be engaged in only with such persons.
This announcement has been prepared on the basis that all offers of
Placing Shares will be made pursuant to any exemption under the
Prospectus Directive, as implemented in member states of the EEA,
from the requirement to produce a prospectus for offers of Placing
Shares. Accordingly, any person making or intending to make any
offer within the EEA of or for Ordinary Shares which are not the
subject of the Placing contemplated in this announcement should
only do so in circumstances in which no obligation arises for the
Company or Liberum Capital Limited to produce a prospectus for such
Placing. None of the Company or Liberum Capital Limited has
authorised, nor do they authorise, the making of any offer of
Ordinary Shares through any financial intermediary, other than
offers made by Liberum Capital Limited which constitute the final
placement of Ordinary Shares contemplated in this announcement.
In the case of any Placing Shares being, or which will be,
offered to a financial intermediary as that term is used and
defined in section 86(7) of the Financial Services and Markets Act
2000, such financial intermediary will also be deemed to have
represented, acknowledged and agreed that the Placing Shares
acquired by it, or to be acquired by it, in the Placing have not
been acquired on a non-discretionary basis on behalf of, nor have
they been acquired with a view to their offer or resale to, persons
in circumstances which may give rise to an offer of any Placing
Shares to the public other than their offer or resale in a relevant
member state to qualified investors as so defined or in
circumstances in which the prior consent of the Company and Liberum
Capital Limited has been obtained to each such proposed offer or
resale. Each of the Company, Liberum Capital Limited and their
respective affiliates will rely on the truth and accuracy of the
foregoing representation, acknowledgement and agreement.
The Placing Shares are being, or will be, offered (i) outside of
the United States to persons who are not U.S. persons as defined in
Rule 902(k) of Regulation S ("US Persons") in offshore transactions
in reliance on Regulation S under the United States Securities Act
of 1933, as amended (the "US Securities Act") ("Regulation S"); and
(ii) in the United States to a limited number of "qualified
institutional buyers" as defined in Rule 144A under the US
Securities Act that are also "qualified purchasers" as defined in
Section 2(a)(51) of the United States Investment Company Act of
1940, as amended (the "US Investment Company Act") and the related
rules thereunder, in reliance on one or more exemptions from, or in
a transaction not subject to, the registration requirements of the
US Securities Act and applicable state securities laws and under
circumstances that will not require the Company to register under
the US Investment Company Act.
The Placing 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.
In addition, the Company has not been, and will not be, registered
under the Investment Company Act, and investors will not be
entitled to the benefits of the Investment Company Act. Purchasers
who are located in the United States or are US Persons will be
requested to sign a US Investor's Representations Letter in which
they, among other things, will commit to resell the Placing Shares
only in an offshore transaction complying with Regulation S or to
the Company or a subsidiary thereof.
None of the US Securities and Exchange Commission, any other US
federal or state securities commission or any US regulatory
authority has approved or disapproved of the Placing Shares nor has
any such authority reviewed or passed upon the accuracy or adequacy
of this announcement. Any representation to the contrary is a
criminal offence in the United States.
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any Placing Shares (i) in any
jurisdiction in which such offer, invitation or solicitation is not
authorised; (ii) in any jurisdiction in which the person making
such offer, invitation or solicitation is not qualified to do so;
or (iii) to any person to whom it is unlawful to make such offer,
invitation or solicitation. The distribution of this announcement
and any accompanying announcements, and the offer of the Placing
Shares may be restricted by law. Persons into whose possession this
announcement and any accompanying announcements come must therefore
inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. In
particular, no announcement may be distributed, forwarded to or
transmitted in, into or from the United States, Australia, Canada,
Japan or the Republic of South Africa or to any US person where to
do so would breach any applicable law or regulation.
No public offering of the Placing Shares is being made in any
jurisdiction. No action has been or will be taken by the Company,
or Liberum Capital Limited that would permit the offer of the
Placing Shares or possession or distribution of this announcement
or any accompanying announcements in any jurisdiction where action
for that purpose is required.
The Company may be a "passive foreign investment company" for
U.S. federal income tax purposes (a "PFIC") for the current taxable
year and future taxable years, which could result in adverse U.S.
federal income tax consequences for a "United States person" (as
defined for U.S. federal income tax purposes) that owns, or will
own, Ordinary Shares. A non-U.S. corporation, such as the Company,
is considered to be a PFIC for any taxable year if either (i) at
least 75 per cent. of its gross income for such year is passive
income or (ii) at least 50 per cent. of the value of its average
quarterly assets, generally determined based on the fair market
value of its assets, during such year is attributable to assets
that produce or are held for the production of passive income. For
purposes of these tests, passive income generally includes rents
and royalties other than rents and royalties that are received from
unrelated parties and are derived in the active conduct of a trade
or business, dividends, interest, and gains from the sale or
exchange of investment property. If a non-U.S. corporation owns at
least 25 per cent. by value of the stock of another corporation,
the non-U.S. corporation is treated for purposes of these tests as
owning its proportionate share of the assets of the other
corporation, and as receiving directly its proportionate share of
the other corporation's income. The Company has not undertaken any
determination as to whether it has been a PFIC, currently is a PFIC
or may become a PFIC in the future, and the Company currently does
not intend to operate in a manner that avoids, or will avoid, its
being a PFIC currently or in the future. If the Company were a PFIC
for any taxable year during which a United States person owns
Ordinary Shares, various adverse U.S. federal income tax
consequences could apply to such United States person, including
increased U.S. federal income tax liabilities and reporting
obligations. Certain elections may be available to a United States
person that may mitigate the adverse U.S. federal income tax
consequences of the Company's being a PFIC. United States persons
should consult their own tax advisors about application of the PFIC
rules to an investment in the Ordinary Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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