TIDMRECI
RNS Number : 3546B
Real Estate Credit Investments Ltd
30 January 2020
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO ANY "US PERSONS" (WITHIN THE
MEANING GIVEN TO IT IN REGULATION S UNDER THE US SECURITIES ACT OF
1933, AS AMED) 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.
Investors should not purchase or subscribe for any transferrable
securities referred to in this announcement except on the basis of
publicly available information published by the Company and not by
any other person.
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 in which such offer or
solicitation would be unlawful. This announcement does not
constitute or form part of any offer or invitation to sell or
issue, or the solicitation of an offer to purchase, subscribe for
or otherwise acquire, any securities other than the securities to
which it relates or any offer or invitation to sell or issue, or
any solicitation of any offer to purchase, subscribe for or
otherwise acquire, such securities by any person in any
circumstances in which such offer or solicitation would be
unlawful.
30 January 2020
Real Estate Credit Investments Limited
Proposed Issue of New Ordinary Shares
Real Estate Credit Investments Limited (the "Company") is
pleased to announce that it intends to issue up to 19,920,363 new
ordinary shares ("New Ordinary Shares") in the Company to new and
existing investors pursuant to the authority granted to the
Directors by Shareholders at the Company's annual general meeting
held on 17 September 2019 (the "Issue").
The price at which each New Ordinary Share will be issued
pursuant to the Issue will be 168 pence (the "Issue Price").
The Company's board of directors (the "Directors" or "Board"),
as advised by Cheyne Capital Management (UK) LLP (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 continue to offer an attractive combination of underlying
tenant demand, relatively liquid investment markets and a shortage
of debt capital. In light of this, and present investment
opportunities in which the Company wishes to participate following
the Issue, the Board believes that the Issue is in the best
interests of the Company and its shareholders as a whole.
The net proceeds of the Issue are intended primarily to be
invested in debt secured by commercial or residential properties in
the United Kingdom and Western Europe, which might take the form
of: (i) secured senior real estate loans; and (ii) securitised
tranches of secured real estate related debt securities such as
commercial mortgage-backed securities.
Liberum Capital Limited ("Liberum") has been appointed as sole
bookrunner to procure placees to participate in the Issue and
Cheyne Capital Management (UK) LLP ("Cheyne") has been appointed to
provide introducing services, as the Company seeks to broaden its
investor base, for which Cheyne will be entitled to receive a
commission from Liberum.
Details of the Issue
The New Ordinary Shares to be issued pursuant to the Issue will
be issued under the Company's general authority to allot and issue
equity securities contained in Article 5 of the Company's articles
of incorporation (the "Articles"). The Issue will be conducted by
the Company on a non-pre-emptive basis pursuant to the authority
granted to the Directors by an extraordinary resolution of the
shareholders passed at the Company's annual general meeting held on
17 September 2019. The Company currently has capacity to issue up
to 19,920,363 New Ordinary Shares under this authority. The Issue
is being conducted by the Company pursuant to Article 1(5)(a) of
Regulation (EU) 2017/1129 such that the Company is not required to
publish a prospectus in connection with the Issue.
The Issue is being conducted through a bookbuild process which
will be launched immediately following this announcement (the
"Bookbuild"), in accordance with the terms and conditions set out
in the Appendix to this announcement.
The size and timing of the closing of the book and allocation is
at the discretion of Liberum. The number of New Ordinary Shares and
allocation are to be determined by Liberum (in consultation with
the Company) at the close of the Bookbuild. Details of the number
of New Ordinary Shares will be announced as soon as practicable
after the close of the Bookbuild.
The New Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
ordinary shares of the Company, including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of such shares after the date of issue of the New Ordinary
Shares.
Applications will be made to the Financial Conduct Authority
("FCA") and the London Stock Exchange ("LSE") for the New Ordinary
Shares issued pursuant to the Issue to be admitted to the premium
segment of the FCA's Official List and to trading on the premium
segment of the LSE's Main Market for listed securities
("Admission"). It is expected that Admission will become effective
and dealings in New Ordinary Shares will commence on or around 6
February 2020.
The Issue is conditional upon, amongst other things, Admission
becoming effective and Liberum's obligations in connection with the
Issue becoming unconditional and not being terminated.
The appendix to this announcement (which forms part of this
announcement) sets out the terms and conditions of the Issue (the
"Issue Terms and Conditions"). By choosing to participate in the
Issue and by making an oral and legally binding offer to acquire
New Ordinary Shares, investors will be deemed to have read and
understood this announcement in its entirety (including the
appendix) and to be making such offer on the terms and subject to
the Issue Terms and Conditions, and to be providing the
representations, warranties and acknowledgements contained in the
Issue Terms and Conditions.
This announcement has been prepared by, and is the sole
responsibility of, Real Estate Credit Investments Limited. This
announcement has been released by Chris Copperwaite of Aztec
Financial Services (Guernsey) Limited, Secretary of the
Company.
Enquiries
Cheyne Capital Management (UK) LLP +44 (0) 20 7968 7328
Richard Lang
Liberum Capital Limited (Sole Bookrunner) +44 20 3100 2222
Shane Le Prevost
Richard Crawley
Richard Bootle
Laura Hamilton
Important notice
Article 1(5)(a) of Regulation (EU) 2017/1129 provides that the
obligation to publish a prospectus shall not apply to the admission
to trading on a regulated market of any securities fungible with
securities already admitted to trading on the same regulated
market, provided that they represent, over a period of 12 months,
less than 20 per cent. of the number of securities already admitted
to trading on the same regulated market. The number of New Ordinary
Shares to be issued by the Company pursuant to the Issue is less
than 20 per cent. of the number of Ordinary Shares admitted to
trading on the London Stock Exchange and the Company has therefore
not issued a prospectus in connection with the Issue. Accordingly,
investors should not purchase or subscribe for any transferrable
securities pursuant to the Issue except on the basis of publicly
available information published by the Company.
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 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 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.
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 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 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 in which such offer or
solicitation would be unlawful. 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 of 1940, as amended (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 of 1933, as amended (the "US Securities Act") or
with any securities regulatory authority of any state or other
jurisdiction of the United States, and may not be offered, 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 US 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 Issue, 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 US 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 the 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 Issue 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.
Target Market Assessment
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended or supplemented from time to time
("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any manufacturer (for
the purposes of the MiFID II 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, distributors
should note that: the market 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 Issue. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Liberum 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.
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 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.
APPIX
TERMS AND CONDITIONS OF THE ISSUE
1. INTRODUCTION
1.1 Defined terms used in these Issue Terms and Conditions and
not otherwise defined shall have the meanings ascribed to them in
the announcement of the Company with respect to the Issue released
today (the "Announcement").
1.2 Each placee which confirms its agreement (whether orally or
in writing) to the Company and Liberum to subscribe for the New
Ordinary Shares under the Issue (a "Placee") will be bound by these
terms and conditions and will be deemed to have accepted them.
1.3 The Company and/or Liberum may require any Placee to agree
to such further terms and/or conditions and/or give such additional
warranties and/or representations as it/they (in its/their absolute
discretion) see fit and may require any such Placee to execute a
separate placing letter.
2. AGREEMENT TO SUBSCRIBE FOR NEW ORDINARY SHARES
2.1 Liberum's obligations in respect of the Issue of the New
Ordinary Shares are conditional on, inter alia:
2.1.1 the representations and warranties given by the Company
and the Investment Manager to Liberum being true and accurate in
all material respects and not misleading on and as of the date of
the Announcement and immediately before Admission and the release
of any public or press announcement by the Company in connection
with the Issue, including an announcement of the results of the
Issue;
2.1.2 Admission taking place not later than 8:00 am on 6
February 2020, or such later date as is agreed in writing between
the Company and Liberum, but in any event not later than 8:00 am on
20 February 2020; and
2.1.3 Liberum's obligations in relation to the Issue becoming
otherwise unconditional in all respects in respect of the Issue and
not having been terminated before Admission.
2.2 Any commitment to acquire New Ordinary Shares under the
Issue agreed orally with Liberum, as agent for the Company, will
constitute an irrevocable, legally binding commitment upon that
person (who at that point will become a Placee) in favour of the
Company and Liberum, to subscribe for the number of the New
Ordinary Shares allocated to it and comprising its placing
confirmation on the terms and subject to the conditions set out in
the Announcement and in these Issue Terms and Conditions and in the
contract note (the "Contract Note") and in accordance with the
Articles. Except with the consent of Liberum, such oral commitment
will not be capable of variation, revocation or rescission after
the time at which it is made.
2.3 Each Placee's allocation of New Ordinary Shares under the
Issue will be evidenced by a Contract Note confirming: (i) the
Issue Price, (ii) the number of the New Ordinary Shares that such
Placee has agreed to acquire; (iii) the aggregate amount that such
Placee will be required to pay for such New Ordinary Shares; and
(iv) settlement instructions to pay Liberum, as agent for the
Company. The provisions as set out in the Announcement and in these
Issue Terms and Conditions will be deemed to be incorporated into
that Contract Note.
3. PAYMENT FOR NEW ORDINARY SHARES
3.1 Each Placee undertakes to pay the Issue Price for the New
Ordinary Shares issued to the Placee in the manner and by the time
directed by Liberum. In the event of any failure by any Placee to
pay as so directed and/or by the time required by Liberum, the
relevant Placee shall be deemed hereby to have appointed Liberum or
any nominee of Liberum as its agent to use its reasonable
endeavours to sell (in one or more transactions) any or all of the
New Ordinary Shares in respect of which payment shall not have been
made as directed, and to indemnify Liberum and its respective
affiliates (being (i) an affiliate of, or person affiliated with, a
specified person; or (ii) a person that directly, or indirectly
through one or more intermediaries, controls or is controlled by,
or is under common control with, the person specified
("Affiliate")) on demand in respect of any liability for stamp duty
and/or stamp duty reserve tax or any other liability whatsoever
arising in respect of any such sale or sales. A sale of all or any
of such New Ordinary Shares shall not release the relevant Placee
from the obligation to make such payment for the relevant New
Ordinary Shares to the extent that Liberum or its nominee has
failed to sell such New Ordinary Shares at a consideration which,
after deduction of the expenses of such sale and payment of stamp
duty and/or stamp duty reserve tax as aforementioned, exceeds the
Issue Price per New Ordinary Share.
3.2 Settlement of transactions in the New Ordinary Shares
following Admission will take place in CREST (as defined in clause
3.6) but Liberum reserves the right in its absolute discretion to
require settlement in certificated form if, in its opinion,
delivery or settlement is not possible or practicable within the
CREST system within the timescales previously notified to the
Placee (whether orally, in the Contract Note or otherwise) or would
not be consistent with the regulatory requirements in any Placee's
jurisdiction.
3.3 The Company will procure the delivery of the New Ordinary
Shares to the CREST accounts set out in the Contract Note. The
input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant New Ordinary Shares to
that Placee against payment.
3.4 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 London Interbank
Offered Rate (LIBOR) as determined by Liberum.
3.5 If New Ordinary Shares are to be delivered to a custodian or
settlement agent, Placees 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 a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such New Ordinary Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax (together with interest
and penalties) is payable in respect of the issue of the New
Ordinary Shares neither Liberum nor the Company shall be
responsible for the payment thereof.
3.6 For the purposes of this clause 3, "CREST" means the
relevant system as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 2001/3755), as amended (the "CREST
Regulations") in respect of which Euroclear UK & Ireland
Limited is the operator (as defined in the CREST Regulations) in
accordance with which securities may be held in uncertificated
form.
4. REPRESENTATIONS AND WARRANTIES
By agreeing to subscribe for New Ordinary Shares under the
Issue, each Placee which enters into a commitment to subscribe for
New Ordinary Shares will be (for itself and for any person(s)
procured by it to subscribe for the New Ordinary Shares and any
nominee(s) for any such person(s)) deemed to represent, warrant,
undertake, agree and acknowledge to each of the Company and Liberum
that:
4.1 in agreeing to subscribe for the New Ordinary Shares under
the Issue, it is relying on publicly available information
published by the Company, of which the Announcement and these Issue
Terms and Conditions form part, and not on any other information
given, or representation or statement made at any time, by any
other person, concerning the Company, the New Ordinary Shares or
the Issue. It agrees that none of the Company, Liberum, the
Investment Manager, Link Market Services (Guernsey) Limited (the
"Registrar"), or any of their respective officers, agents,
employees or Affiliates, will have any liability for any other
information or representation. It irrevocably and unconditionally
waives any rights it may have in respect of any other information
or representation;
4.2 if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to subscribe for New
Ordinary Shares, it warrants that it has complied with all such
laws, obtained all governmental and other consents which may be
required, complied with all requisite formalities and paid any
issue, transfer or other taxes due in connection with its
application in any territory and that it has not taken any action
or omitted to take any action which will result in the Company,
Liberum, the Investment Manager or the Registrar or any of their
respective officers, agents, employees or Affiliates acting in
breach of the regulatory or legal requirements, directly or
indirectly, of any territory or jurisdiction outside the United
Kingdom in connection with the Issue;
4.3 it has carefully read and understands the publicly available
information published by the Company and acknowledges that it is
acquiring New Ordinary Shares on the terms and subject to the
conditions set out in the Announcement and these Issue Terms and
Conditions and in the Contract Note and the Articles as in force at
the date of Admission;
4.4 the price payable per New Ordinary Share is payable to
Liberum on behalf of the Company in accordance with the terms of
these Issue Terms and Conditions and in the Contract Note;
4.5 it has the funds available to pay in full for the New
Ordinary Shares for which it has agreed to subscribe and it will
pay the total subscription amount in accordance with the terms set
out in these Issue Terms and Conditions and incorporated into the
Contract Note on the due time and date;
4.6 it has not relied on Liberum or any person affiliated with Liberum in connection with any investigation of the accuracy of any publicly available information published by the Company;
4.7 it acknowledges that the content of publicly available
information published by the Company is exclusively the
responsibility of the Company and the Directors and neither Liberum
nor any person acting on its behalf nor any of its Affiliates are
responsible for or shall have any liability for any information
published by or on behalf of the Company and will not be liable for
any decision by a Placee to participate in the Issue based on any
such information;
4.8 it acknowledges that no person is authorised in connection
with the Issue to give any information or make any representation
other than as contained in the Announcement and these Issue Terms
and Conditions and, if given or made, any information or
representation must not be relied upon as having been authorised by
Liberum, the Company or the Investment Manager;
4.9 it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account
for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of
the increased rates referred to in section 67, 70, 93 or 96
(depository receipts and clearance services) of the Finance Act
1986;
4.10 it accepts that none of the New Ordinary Shares have been
or will be registered under the securities laws, or with any
securities regulatory authority, of the United States, Australia,
Canada, South Africa or Japan (each a "Restricted Jurisdiction").
Accordingly, the New Ordinary Shares may not be offered, sold,
issued or delivered, directly or indirectly, within any Restricted
Jurisdiction unless an exemption from any registration requirement
is available;
4.11 if it is within the United Kingdom, it is (a) a person who
falls within (i) Articles 49(2)(A) to (D) or (ii) Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotions)
Order 2005 (the "Order") or is a person to whom the New Ordinary
Shares may otherwise lawfully be offered under such Order, or, if
it is receiving the offer in circumstances under which the laws or
regulations of a jurisdiction other than the United Kingdom would
apply, that it is a person to whom the Shares may be lawfully
offered under that other jurisdiction's laws and regulations and
(b) a qualified investor (as such term is defined in section 86(7)
of the Financial Services and Markets Act 2000 ("FSMA"));
4.12 if it is a resident in the EEA (other than the United
Kingdom), it is (a) a qualified investor within the meaning of the
law in the relevant EEA State implementing Article 2(1)(e)(i) or
(ii) of Directive 2003/71/EC on the prospectus to be published when
securities are offered to the public or admitted to trading and
amending Directive 2001/34/EC (the "Prospectus Directive") and (b)
if the Relevant Member State (being any Member State of the EEA
which has implemented the Prospectus Directive) has implemented EU
Directive 2011/61/EU on Alternative Investment Fund Managers, that
it is a person to whom the New Ordinary Shares may lawfully be
marketed to under the applicable implementing legislation (if any)
of the Relevant Member State;
4.13 in the case of any New Ordinary Shares acquired by a Placee
as a financial intermediary as that term is used in Article 3(2) of
the Prospectus Directive (i) the New Ordinary Shares acquired by it
in the Issue have not been acquired on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in
any Relevant Member State other than qualified investors, as that
term is defined in the Prospectus Directive, or in circumstances in
which the prior consent of Liberum has been given to the offer or
resale; or (ii) where New Ordinary Shares have been acquired by it
on behalf of persons in any Relevant Member State other than
qualified investors, the offer of those New Ordinary Shares to it
is not treated under the Prospectus Directive as having been made
to such persons;
4.14 if it is outside the United Kingdom, neither the
Announcement and these Issue Terms and Conditions, nor any other
offering, marketing or other material in connection with the Issue
(for the purposes of these Issue Terms and Conditions, each an
"Issue Document") constitutes an invitation, offer or promotion to,
or arrangement with, it or any person whom it is procuring to
subscribe for New Ordinary Shares pursuant to the Issue unless, in
the relevant territory, such offer, invitation or other course of
conduct could lawfully be made to it or such person and such
documents or materials could lawfully be provided to it or such
person and New Ordinary Shares could lawfully be distributed to and
subscribed and held by it or such person without compliance with
any unfulfilled approval, registration or other regulatory or legal
requirements;
4.15 it does not have a registered address in, and is not a
citizen, resident or national of, Australia, Canada, South Africa
or Japan or any jurisdiction in which it is unlawful to make or
accept an offer of the New Ordinary Shares and it is not acting on
a non-discretionary basis for any such person;
4.16 if the investor is a natural person, such investor is not
under the age of majority (18 years of age in the United Kingdom)
on the date of such investor's agreement to subscribe for New
Ordinary Shares under the Issue;
4.17 it 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 and you
acknowledge and agree that no Issue Document is being issued by
Liberum in its capacity as an authorised person under section 21 of
FSMA and such documents may not therefore be subject to the
controls which would apply if they were made or approved as a
financial promotion by an authorised person;
4.18 it is aware of and acknowledges that it is required to
comply with all applicable provisions of FSMA with respect to
anything done by it in relation to the New Ordinary Shares in, from
or otherwise involving, the United Kingdom;
4.19 it is aware of the provisions of the Criminal Justice Act
1993 regarding insider dealing, the EU Market Abuse Regulation
(596/2014) and the Proceeds of Crime Act 2002 and confirms that it
has and will continue to comply with any obligations imposed by
such statutes and/or regulations;
4.20 unless it is expressly agreed otherwise with the Company
and Liberum, it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted the Announcement,
these Issue Terms and Conditions, or any other Issue Document to
any persons within the United States or to any US Persons, nor will
it do any of the foregoing;
4.21 it represents, acknowledges and agrees to the
representations, warranties and agreements as set out under the
heading "United States Purchase and Transfer Restrictions" in
clause 5 below;
4.22 no action has been taken or will be taken in any
jurisdiction other than the United Kingdom that would permit a
public offering of the New Ordinary Shares in any country or
jurisdiction where action for that purpose is required;
4.23 it acknowledges that neither Liberum nor any of its
Affiliates nor any person acting on its or their behalf is making
any recommendations to it, advising it regarding the suitability of
any transactions it may enter into in connection with the Issue or
providing any advice in relation to the Issue and participation in
the Issue is on the basis that it is not and will not be a client
of Liberum and that Liberum does not have any duties or
responsibilities to it for providing protections afforded to its
clients or for providing advice in relation to the Issue;
4.24 that, save in the event of fraud on the part of Liberum,
none of Liberum, its ultimate holding companies nor any direct or
indirect subsidiary undertakings of such holding companies, nor any
of their respective directors, members, partners, officers and
employees, shall be responsible or liable to a Placee or any of its
clients for any matter arising out of Liberum's role as sole
bookrunner or otherwise in connection with the Issue and that where
any such responsibility or liability nevertheless arises as a
matter of law the Placee and, if relevant, its clients, will
immediately waive any claim against any of such persons which the
Placee or any of its clients may have in respect thereof;
4.25 it acknowledges that where it is subscribing for the New
Ordinary Shares for one or more managed, discretionary or advisory
accounts, it is authorised in writing for each such account: (i) to
subscribe for the New Ordinary Shares for each such account; (ii)
to make on each such account's behalf the representations,
warranties and agreements set out in the Announcement and these
Issue Terms and Conditions; and (iii) to receive on behalf of each
such account any documentation relating to the Issue in the form
provided by the Company and/or Liberum. It agrees that the
provisions of this clause shall survive any resale of the New
Ordinary Shares by or on behalf of any such account;
4.26 it irrevocably appoints any Director and any director of
Liberum to be its agent and on its behalf (without any obligation
or duty to do so), to sign, execute and deliver any documents and
do all acts, matters and things as may be necessary for, or
incidental to, its subscription for all or any of the New Ordinary
Shares for which it has given a commitment under the Issue, in the
event of its own failure to do so;
4.27 it accepts that if the Issue does not proceed or the New
Ordinary Shares for which valid applications are received and
accepted are not admitted to trading on the premium segment of the
Main Market, in each case for any reason whatsoever, then none of
Liberum or the Company or the Investment Manager, nor persons
controlling, controlled by or under common control with any of them
nor any of their respective employees, agents, officers, members,
stockholders, partners or representatives, shall have any liability
whatsoever to it or any other person;
4.28 in connection with its participation in the Issue it has
observed all relevant legislation and regulations, in particular
(but without limitation) those relating to money laundering and
that its application is only made on the basis that it accepts full
responsibility for any requirement to verify the identity of its
clients and other persons in respect of whom it has applied. In
addition, it warrants that it is a person: (i) subject to the Money
Laundering Regulations 2007 (SI 2007 No. 2157) in force in the
United Kingdom; or (ii) subject to the Money Laundering Directive
(2015/849/EC) of the European Parliament (the "Money Laundering
Directive") and of the EC Council of 20 May 2015 on the prevention
of the use of the financial system for the purpose of money
laundering and terrorist financing); or (iii) subject to the
Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law,
1999 (as amended), ordinances, rules and regulations made
thereunder, and the Guernsey Financial Services Commission's
Handbook for Financial Services Businesses on Countering Financial
Crime and Terrorist Financing (as amended); or (iv) acting in the
course of a business in relation to which an overseas regulatory
authority exercises regulatory functions and is based or
incorporated in, or formed under the law of, a country in which
there are in force provisions at least equivalent to those required
by the Money Laundering Directive;
4.29 it acknowledges that due to anti-money laundering
requirements, Liberum, Aztec Financial Services (Guernsey) Limited
(the "Administrator"), the Registrar and the Company may require
proof of identity 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 applicant to produce any information
required for verification purposes, Liberum and the Company may
refuse to accept the application and the subscription monies
relating thereto. It holds harmless and will indemnify Liberum and
the Company against any liability, loss or cost ensuing due to the
failure to process such application, if such information as has
been requested has not been provided by it in a timely manner;
4.30 that it is aware of, has complied with and will at all
times comply with its obligations in connection with money
laundering under the Proceeds of Crime Act 2002;
4.31 it acknowledges and agrees that information provided by it
to the Company, the Administrator or the Registrar will be stored
on the Registrar's and the Administrator's computer system and
manually;
4.32 by submitting personal data to the Administrator (acting
for and on behalf of the Company), the Registrar or Liberum:
4.32.1 in the case of a Placee, where (a) the Placee is a
natural person or (b) where the Placee is not a natural person,
he/she/it (as the case may be) represents and warrants that
he/she/it (as applicable):
(A) has read and understood the terms of the privacy notice as
set out on the Company's website (the "Privacy Notice"); and/or
(B) has brought the Privacy Notice to the attention of any
underlying data subjects on whose behalf or account the Placee may
act or whose personal data will be disclosed to the Company,
Liberum, the Registrar and the Administrator as a result of the
Placee subscribing for New Ordinary Shares under the Issue; and
(C) the Placee has complied in all other respects with Data
Protection Laws (as defined in clause 4.32.3 below) in respect of
the disclosure and provision of personal data to the Company;
or
4.32.2 where the Placee acts for or on account of an underlying
data subject, he/she/it shall, in respect
of the personal data it processes in relation to or arising out of the Issue:
(A) comply with all applicable Data Protection Laws;
(B) take appropriate technical and organisational measures
against unauthorised or unlawful processing of the personal data
and against accidental loss or destruction of, or damage to the
personal data;
(C) if required, agree with Company, the Administrator, Liberum
or the Registrar (as appropriate), the responsibilities of each
such entity as regards relevant data subjects' rights and notice
requirements; and
(D) immediately on demand, fully indemnify the Company, the
Administrator, Liberum and the Registrar and keep them fully and
effectively indemnified against all costs, demands, claims,
expenses (including legal costs and disbursements on a full
indemnity basis), losses (including indirect losses and loss of
profits, business and reputation), actions, proceedings and
liabilities of whatsoever nature arising from or incurred by the
Company, the Administrator, Liberum and the Registrar in connection
with any failure by the Placee to comply with the provisions of
this clause 4.32.2; and
4.32.3 for the purposes of this clause 4.32, "Data Protection
Laws" means Regulation (EU) 2016/619 on the protection of natural
persons with regard to the processing of personal data and on the
free movement of such data (known as the "General Data Protection
Regulation") and any associated code, regulation or guidance (as
may be amended or replaced from time to time), the Data Protection
(Bailiwick of Guernsey) Law 2001, as such may be varied, amended or
replaced from time to time, any successor legislation thereto and
any related regulations and guidance;
4.33 Liberum and the Company are entitled to exercise any of
their rights in relation to the Issue in their absolute discretion
without any liability whatsoever to them;
4.34 the representations, undertakings and warranties contained
in the Announcement and these Issue Terms and Conditions are
irrevocable. It acknowledges that Liberum and the Company and their
respective Affiliates will rely upon the truth and accuracy of the
foregoing and following representations and warranties and it
agrees that if any of the representations or warranties made or
deemed to have been made by its subscription of the New Ordinary
Shares are no longer accurate, it shall promptly notify Liberum and
the Company;
4.35 where it or any person acting on behalf of it is dealing
with Liberum, any money held in an account with Liberum on behalf
of it and/or any person acting on behalf of it will not be treated
as client money within the meaning of the relevant rules and
regulations of the FCA which therefore will not require Liberum to
segregate such money, as that money will be held by Liberum under a
banking relationship and not as trustee;
4.36 any of its clients, whether or not identified to Liberum,
will remain its sole responsibility and will not become clients of
Liberum for the purposes of the rules of the FCA or for the
purposes of any other statutory or regulatory provision;
4.37 it accepts that the allocation of the New Ordinary Shares
shall be determined by Liberum, in its absolute discretion, and
that it may scale down any Issue commitments for this purpose on
such basis as it may determine;
4.38 time shall be of the essence as regards its obligations to
settle payment for the New Ordinary Shares and to comply with its
other obligations under the Issue;
4.39 it authorises Liberum to deduct from the total amount
subscribed under the Issue the aggregation commission (if any)
(calculated at the rate agreed with the Placee) payable on the
number of the New Ordinary Shares allocated under the Issue;
4.40 the commitment to subscribe for New Ordinary Shares on the
terms set out in these Issue Terms and Conditions will continue
notwithstanding any amendment that may in the future be made to the
terms of the Issue and that it will have no right to be consulted
or require that its consent be obtained with respect to the
Company's conduct of the Issue;
4.41 it is capable of being categorised as a person who is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;
and
4.42 if it is acting as a "distributor" (for the purposes of the
MiFID II Product Governance Requirements):
4.42.1 it acknowledges that the target market assessment
undertaken by the Investment Manager and Liberum 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, and
each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels;
4.42.2 notwithstanding any target market assessment undertaken
by the Investment Manager and Liberum, it confirms that it has
satisfied itself as to the appropriate knowledge, experience,
financial situation, risk tolerance and objectives and needs of the
investors to whom it plans to distribute the New Ordinary Shares
and that it has considered the compatibility of the risk/reward
profile of such Shares with the end target market; and
4.42.3 it acknowledges that the price of the New Ordinary Shares
may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the New Ordinary Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom.
5. UNITED STATES PURCHASE AND TRANSFER RESTRICTIONS
5.1 Unless it is expressly agreed otherwise with the Company and
Liberum, by agreeing to subscribe for New Ordinary Shares, each
Placee which enters into a commitment with Liberum to subscribe for
New Ordinary Shares will (for itself and any person(s) procured by
it to subscribe for New Ordinary Shares and any nominee(s) for any
such person(s)) be deemed to represent, warrant, undertake, agree
and acknowledge to Liberum, the Company, the Registrar, the Board,
the Investment Manager and their respective Affiliates, that:
5.1.1 it is not a US Person, is not located within the United
States at the time it received the offer to subscribe for New
Ordinary Shares and is not acquiring the New Ordinary Shares for
the account or benefit of a US Person;
5.1.2 it is acquiring the New Ordinary Shares in a manner
qualifying as an "offshore transaction" meeting the requirements of
Regulation S under the US Securities Act;
5.1.3 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,
delivered, distributed or otherwise 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 US 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 under the US Investment Company
Act;
5.1.4 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, and that the Company has put in place restrictions on the
ability of investors to hold or transfer Ordinary Shares to ensure
that the Company is not and will not be required to register under
the US Investment Company Act;
5.1.5 no portion of the assets used to acquire, and no portion
of the assets used to hold, the New Ordinary Shares or any
beneficial interest therein constitutes or will constitute the
assets of (i) an "employee benefit plan" as defined in Section 3(3)
of ERISA that is subject to Title I of ERISA; (ii) a "plan" as
defined in Section 4975 of the US Tax Code, including an individual
retirement account or other arrangement that is subject to Section
4975 of the US Tax Code; or (iii) 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. In addition, if an investor is 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, its acquisition, holding, and disposition of the
New Ordinary Shares will not constitute or result in a non-exempt
violation of any such substantially similar law;
5.1.6 if any New Ordinary Shares are issued to it in
certificated form, then such certificates evidencing ownership will
contain a legend substantially to the following effect unless
otherwise determined by the Company in accordance with applicable
law:
REAL ESTATE CREDIT INVESTMENTS LIMITED (THE "COMPANY") HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT
OF 1940, AS AMED (THE "US INVESTMENT COMPANY ACT"). IN ADDITION,
THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF
1933, AS AMED (THE "US SECURITIES ACT"), OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) IN AN OFFSHORE
TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904
OF REGULATION S UNDER THE US SECURITIES ACT TO A PERSON OUTSIDE THE
UNITED STATES AND NOT KNOWN BY THE TRANSFEROR TO BE A "US PERSON"
AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT (A "US
PERSON") OR ACTING FOR THE ACCOUNT OR BENEFIT OF A US PERSON, BY
PRE-ARRANGEMENT OR OTHERWISE, (II) TO THE COMPANY OR A SUBSIDIARY
THEREOF, OR (III) PURSUANT TO ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IF ANY, IN EACH
CASE UNDER CIRCUMSTANCES WHICH WILL NOT REQUIRE THE COMPANY TO
REGISTER UNDER THE US INVESTMENT COMPANY ACT AND IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS. IN ADDITION, THIS SECURITY MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO ANY PERSON
USING THE ASSETS OF (I) (A) AN "EMPLOYEE BENEFIT PLAN" AS DEFINED
IN SECTION 3(3) OF THE US EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMED ("ERISA"), THAT IS SUBJECT TO TITLE I OF ERISA;
(B) A "PLAN" AS DEFINED IN SECTION 4975 OF THE UNITED STATES
INTERNAL REVENUE CODE OF 1986, AS AMED (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 IF THE PURCHASE, HOLDING OR DISPOSITION OF THE
SECURITIES WOULD RESULT IN A VIOLATION OF APPLICABLE LAW AND/OR
CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 503 OF
THE US TAX CODE OR ANY SUBSTANTIALLY SIMILAR LAW.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THESE
SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY
RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES,
ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK.
5.1.7 if in the future it decides to offer, resell, transfer,
assign, pledge or otherwise dispose of Ordinary Shares or any
beneficial interest therein, it will do so only (i) in an "offshore
transaction" complying with the provisions of Rule 903 or Rule 904
of Regulation S under the US Securities Act to a person outside the
United States and not known by the transferor to be a US Person, by
prearrangement or otherwise, (ii) to the Company or a subsidiary
thereof, or (iii) pursuant to another exemption from the
registration requirements of the US Securities Act, if any, and in
each case, in compliance with all applicable securities laws;
5.1.8 it is acquiring the New Ordinary Shares for its own
account or for one or more investment accounts for which it is
acting as a fiduciary or agent, in each case for investment only,
and not with a view to or for sale or other transfer in connection
with any distribution of Ordinary Shares in any manner that would
violate the US Securities Act, the US Investment Company Act or any
other applicable securities laws;
5.1.9 the Company reserves the right to make inquiries of any
holder of the Ordinary Shares or interests therein at any time as
to such person's status under US federal securities laws and to
require any such person that has not satisfied the Company that the
holding by such person will not violate or require registration
under US federal securities laws to transfer such Shares or
interests in accordance with the Articles;
5.1.10 the representations, warranties, undertakings, agreements
and acknowledgements contained herein are irrevocable and it
acknowledges that the Company, Liberum and their respective
directors, officers, agents, employees, advisers and others will
rely upon the truth and accuracy of the foregoing representations,
warranties, undertakings, agreements and acknowledgements;
5.1.11 if any of the foregoing representations, warranties,
undertakings, agreements or acknowledgements are no longer accurate
or have not been complied with, it will immediately notify the
Company; and
5.1.12 if it is acquiring any Shares as a fiduciary or agent for
one or more accounts, it has sole investment discretion with
respect to each such account and it has full power to make, and
does make, each of the foregoing representations, warranties,
undertakings, agreements and acknowledgements on behalf of each
such account.
6. SUPPLY OF INFORMATION
If Liberum, the Registrar or the Company or any of their agents
request any information about a Placee's agreement to subscribe for
the New Ordinary Shares under the Issue, such Placee must promptly
disclose it to them.
7. MISCELLANEOUS
7.1 The rights and remedies of the Company, the Registrar, the
Investment Manager and Liberum 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.
7.2 On application, if a Placee is an individual, that Placee
may be asked to disclose in writing or orally, his nationality. If
a Placee is a discretionary fund manager, that Placee may be asked
to disclose in writing or orally the jurisdiction in which its
funds are managed or owned. All documents provided in connection
with the Issue will be sent at the Placee's risk. They may be
returned by post to such Placee at the address notified by such
Placee.
7.3 Each Placee agrees to be bound by the Articles once the New
Ordinary Shares, for which the Placee has agreed to subscribe
pursuant to the Issue, have been acquired by the Placee. The
contract to subscribe for the New Ordinary Shares under the Issue
and the appointments and authorities mentioned in the Announcement
and these Issue Terms and Conditions will be governed by, and
construed in accordance with, the laws of England and Wales. For
the exclusive benefit of Liberum, the Registrar and the Company,
each Placee irrevocably submits to the jurisdiction of the courts
of England and Wales and waives any objection to proceedings in any
such court on the ground of venue or on the ground that proceedings
have been brought in an inconvenient forum. This does not prevent
an action being taken against a Placee in any other
jurisdiction.
7.4 In the case of a joint agreement to subscribe for the New
Ordinary Shares under the Issue, references to a Placee in these
terms and conditions are to each of the Placees who are a party to
that joint agreement and their liability is joint and several.
7.5 Liberum and the Company expressly reserve the right to
modify the Issue (including, without limitation, the timetable) at
any time before allocations are determined. The Issue is subject to
the satisfaction of the conditions contained in the agreement
entered into between, inter alia, the Company and LIberum in
relation to the Issue and such agreement not having been
terminated.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEZZGZMRLVGGZM
(END) Dow Jones Newswires
January 30, 2020 02:00 ET (07:00 GMT)
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