TIDMFSF
RNS Number : 7353O
Foresight Sustain. Forestry Co PLC
14 June 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY EEA STATE
(OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S
SECURITIES MAY BE LEGALLY MARKETED) OR IN ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED
"IMPORTANT NOTICE" TOWARDS THE OF THIS ANNOUNCEMENT.
This Announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
(the "FCA") and not a prospectus. Investors participating in the
Placing (as defined below) should not purchase or subscribe for any
transferable securities referred to in this Announcement except on
the basis of information contained in a prospectus published by
Foresight Sustainable Forestry Company Plc (the "Company") on 28
October 2021 (the "Prospectus") and not in reliance on this
Announcement. Approval of the Prospectus by the FCA should not be
understood as an endorsement of the securities that are the subject
of the Prospectus. This Announcement does not constitute, and may
not be construed as, an offer to sell or an invitation or
recommendation to purchase, sell or subscribe for any securities or
investments of any description, or a recommendation regarding the
issue or the provision of investment advice by any party. Copies of
the Prospectus, subject to certain access restrictions, are
available for viewing at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website ( fscf.foresightgroup.eu ).
This Announcement is not an offer to sell, or a solicitation of
an offer to acquire, securities in the United States or in any
other jurisdiction in which the same would be unlawful. Neither
this Announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.
The information communicated in this Announcement is deemed to
constitute inside information as stipulated under the UK version of
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018, as amended ("EUWA"), as further amended by UK legislation
from time to time ("UK MAR"). Upon the publication of this
Announcement, this information is considered to be in the public
domain.
14 June 2022
Foresight Sustainable Forestry Company Plc
Proposed Placing and Offer for Subscription
( together the "Issue")
Further Afforestation Site Acquisition
Foresight Sustainable Forestry Company Plc ("FSF" or the
"Company"), an investment company that invests in UK forestry and
afforestation assets, today announces that it is fully deployed
following its most recent acquisition and is proposing to undertake
a placing (the "Placing") and an offer for subscription (the "Offer
for Subscription") for new ordinary shares in the Company ("New
Ordinary Shares") at a price of 107 pence per New Ordinary Share
(the "Issue Price") to capitalise on a growing pipeline of
potential acquisitions, of which GBP76.8 million is under option or
exclusivity.
The Company's largest shareholder, Blackmead Infrastructure
Limited ("BIL"), part of the Foresight Inheritance Tax Fund
("FITF"), has committed to subscribe for up to 29.99% of the New
Ordinary Shares available under the Placing.
The majority of the Company's Board and both Fund Managers will
also participate in the Issue.
The Issue
The Placing constitutes a "Subsequent Placing" under the
Company's existing Placing Programme and the terms and conditions
of the Placing are set out in Part 13 of the Company's prospectus
dated 28 October 2021 (the "Prospectus"), a copy of which is
available for review on the Company's website at
https://fsfc.foresightgroup.eu/foresight/g55h1wab/foresight-sustainable-forestry-company-plc-prospectus.pdf
The Board believes it is important to ensure that current and
new retail shareholders have the opportunity to participate in the
Issue and is therefore launching the Offer for Subscription to
provide retail investors with the ability to subscribe for New
Ordinary Shares in the Issue. The Offer for Subscription is being
made under an exemption against the need for an approved prospectus
provided for under the Financial Services and Markets Act 2000 and
consequently the quantum of the Offer for Subscription shall not
exceed the Sterling equivalent of EUR8.0 million.
Further details relating to the Placing and the Offer for
Subscription are set out below and in the Appendix.
Company Overview and first Interim Results
On 13 June 2022, FSF completed the acquisition of Coed Doethie,
an afforestation site located in Ceredigion, Wales, with a total
area of 115 hectares. The acquired property is well suited for the
establishment of a high yielding woodland creation scheme and was
acquired for GBP1.3 million (inclusive of tax and other transaction
costs). The Company is now considered to have fully deployed the
IPO proceeds of GBP130 million.
Since the Company's IPO in November 2021, FSF has acquired 40
individual properties. The total size of the Company's portfolio
(the "Portfolio") is 8,658 hectares, of which 37% by value are
afforestation properties. The properties (by value) are located in
Scotland (80%), Wales (12%) and England (8%).
The Company's first unaudited Interim Results to 31 March 2022
have also been released today and are available on the Company's
website at https://fsfc.foresightgroup.eu/ .
Pipeline
-- The Company intends to increase the size of the Portfolio by
acquiring an imminent pipeline of 22 UK forestry and afforestation
assets extending over more than 9,500 hectares, totaling c.GBP76.8
million of expected deployment (inclusive of tax and transaction
costs) (the " Imminent Pipeline " ). The Imminent Pipeline
includes properties under exclusivity ( " Exclusive Pipeline
" ) and those where an exclusive option to buy agreement is
in place (the " Option Pipeline " ).
-- The Company's Exclusive Pipeline includes 14 properties, spanning
over 6,500 hectares and over GBP43.2 million of deployment
opportunity (inclusive of tax and transaction costs), that
all have headline terms agreed with the respective vendors
and the Company has been granted an exclusivity period to complete
its due diligence and conclude the transaction. By value, the
Exclusive Pipeline is split between afforestation (63%) and
mixed afforestation and standing forestry (37%) properties.
All of the properties in the Exclusive Pipeline are located
in Scotland.
-- The Company's Option Pipeline includes an exclusive Option
Agreement that FSF entered into with Foresight Inheritance
Tax Fund ( " FITF " ) for an additional eight forestry properties
covering more than 3,000 hectares and equivalent to GBP33.7
million of deployment opportunity (inclusive of tax and transaction
costs), valid until 31 December 2022 (as detailed in the Company's
announcement on 3 May 2022). By value, the Option Pipeline
is split between standing forestry (70%) and afforestation
(25%) and mixed standing forestry and afforestation (5%) properties
and is all located in Scotland (100%).
-- By value, the Imminent Pipeline is split between afforestation
(46%), forestry (31%) and mixed forestry and afforestation
assets (23%).
-- In addition to the Imminent Pipeline, the Company intends to
further increase the size of the Portfolio by pursuing a longer
list of further potential acquisition opportunities. These
opportunities will include selective on-market standing forestry
and afforestation opportunities. At the current time, there
are 23 live on and off market opportunities that span over
14,500 hectares with over GBP73 million of deployment opportunity.
Of this, 43% (by value) are afforestation opportunities, 35%
are mixed standing forestry and afforestation opportunities
and 19% are standing forestry opportunities.
-- Following the expansion of FSF's mapping activity since IPO,
the Company has identified over 4,500 properties that potentially
meet its afforestation criteria, covering an area in excess
of 860,000 hectares, equivalent to over GBP10 billion of potential
opportunity. This activity has driven a material boost to the
Company's addressable market in the UK and provides confidence
in FSF's ability to originate further attractive, off-market
afforestation properties going forward.
-- The Company expects to have deployed the net proceeds of the
Issue into the Imminent Pipeline and the Further Pipeline within
a period of c. 6 months from the date of closing of the Issue.
-- As set out in the Prospectus, the Company intends to make use
of a Revolving Credit Facility ( " RCF " ) to further support
Portfolio growth. Significant progress has been made by the
Company in securing an RCF on favorable terms. A tender process
has been completed and a preferred lender has been selected.
The Company currently anticipates closing the RCF during the
latter part of 2022.
Strong relative performance
-- From the Company's IPO in November 2021 to 31 March 2022, FSF
delivered a total NAV return (unaudited) of 4.2%.
-- FSF's reported NAV (unaudited) as at 31 March 2022 was 104.2p
per ordinary share.
-- As at 31 May 2022, FSF's share price total return from IPO
had increased by 15.0% compared with 3.2% for the FTSE All
Share.
Richard Davidson, Chair of FSF, said:
" The Company's first seven months of trading have seen us
successfully deliver on our strategy and reach several key
milestones and we are delighted to be able to return to the market
for further funding now. Trading volumes and positive share price
momentum provide an indication of the strong investor support we
are seeing for our strategy and increasing recognition of the
imbalance between supply and demand in UK timber. "
Robert Guest and Richard Kelly, FSF Co-Fund Managers,
commented:
" As the London Stock Exchange's first natural capital
investment company, we are thrilled to have been able to build an
attractive portfolio of both afforestation and forestry assets
ahead of the six to nine months originally envisaged. There is a
very active market for UK afforestation sites in particular and we
have developed a large, exciting pipeline of likely and potential
deals. Further capital will allow us to significantly increase the
impact of the Company through additional carbon sequestration and
to further the supply of much-needed sustainable UK timber, whilst
also continuing to provide wider societal benefits. "
Details of the Placing
The Placing will be made to Qualified Investors (within the
meaning of Article 2(e) of the UK version of Regulation (EU)
2017/2019 which is part of UK domestic law by virtue of the EUWA,
as amended) (the "UK Prospectus Regulation") through Jefferies
International Limited ("Jefferies"), subject to the terms and
conditions set out in Part 13 (Terms and Conditions of the Initial
Placing and the Placing Programme) of the Prospectus. The
allocation of any New Ordinary Shares to any Qualified Investor
shall be at the absolute discretion of Jefferies (in consultation
with the Company and Foresight Group LLP (the "Investment
Manager")).
The Placing is expected to close at 3.00 p.m. (London time) on
23 June 2022, but may close earlier or later at the absolute
discretion of the Company (subject only to the consent of
Jefferies).
It is intended that New Ordinary Shares issued pursuant to the
Placing will be allocated as equitably as possible, however, for
the avoidance of doubt, the Placing is not being conducted on a
formal statutory pre-emptive basis and accordingly there can be no
guarantee that existing Shareholders wishing to participate in the
Placing will receive all of the New Ordinary Shares for which they
have applied. The decision to allot New Ordinary Shares to any
Qualified Investor shall be at the absolute discretion of the
Company and Jefferies.
Jefferies, in agreement with the Company, may choose to accept
orders under the Placing, either in whole or in part, and may scale
down any orders for this purpose, on such basis as the Company and
Jefferies may determine. Jefferies may also, notwithstanding the
above, subject to the prior consent of the Company: (i) allocate
New Ordinary Shares after the time of any initial allocation to any
person submitting an order after that time; and (ii) allocate New
Ordinary Shares after the Placing has closed to any person
submitting an order after that time.
By making an offer to subscribe for New Ordinary Shares under
the Placing, investors will be deemed to have accepted the terms
and conditions set out in Part 13 (Terms and Conditions of the
Initial Placing and the Placing Programme) of the Prospectus, or
such other terms as may be agreed by the Company and the relevant
subscriber. An investor that has made an offer to subscribe for New
Ordinary Shares under the Placing accepts that following the
closing of the Placing such offer shall be irrevocable and may not
be withdrawn or amended without the consent of the Directors. Upon
being notified of its allocation of New Ordinary Shares in the
Placing, an investor shall be contractually committed to acquire
the number of New Ordinary Shares allocated to it at the Issue
Price per New Ordinary Share allocated to it.
Details of the Offer for Subscription
The Board believes it is important to ensure that current and
new retail shareholders have the opportunity to participate in the
Issue and is therefore launching the Offer for Subscription to
provide retail investors with the ability to subscribe for New
Ordinary Shares in the Issue.
There is a minimum subscription amount of 1,000 New Ordinary
Shares at the Issue Price per applicant under the terms of the
Offer for Subscription. The Company reserves the right to scale
back any order at its absolute discretion, following consultation
with Jefferies and the Investment Manager. The Company also
reserves the right to reject any application for subscription under
the Offer for Subscription without giving any reason for such
rejection.
The Offer for Subscription is being made under an exemption
against the need for an approved prospectus provided for under the
Financial Services and Markets Act 2000. As such, no prospectus or
offering document has been or will be published pursuant to the UK
Prospectus Regulation in connection with the Offer for
Subscription, nor will any such prospectus be submitted to be
approved by the Financial Conduct Authority.
The Offer for Subscription is only being made in the United
Kingdom.
The quantum of the Offer for Subscription shall not exceed the
Sterling equivalent of EUR8.0 million.
The Offer for Subscription is conditional upon Admission (as
defined below) of the New Ordinary Shares becoming effective and
the Placing and Offer Agreement becoming unconditional in all
respects in relation to the Placing and not having been terminated
on or before Admission.
To participate in the Offer for Subscription, investors should
complete the Offer for Subscription form ("Application Form"),
which can be found on the Company's website at
fsfc.foresightgroup.eu , and return it, by post to Computershare,
CA Projects, Bristol BS99 6AH (or for applications which are to be
paid only by DvP in CREST or by electronic CHAPS bank transfer the
Application Form can be sent by PDF by email to
ofspaymentqueries@computershare.co.uk (applications for payments to
be made by cheque cannot be accepted by email, as the physical
cheque payment needs to accompany the Application Form)), so as to
be received by the Receiving Agent by no later than 2.30 p.m. on 23
June 2022, together in each case with payment in full in respect of
the subscription.
The Offer for Subscription is being made on the terms and
subject to the conditions set out in the Appendix to this
Announcement.
Investors that wish to subscribe for New Ordinary Shares via
their broker or platform may do so by requesting their broker or
platform subscribe for New Ordinary Shares on their behalf, subject
to the terms and conditions between the investor and their broker
or platform.
By making an application to subscribe for New Ordinary Shares
under the Offer for Subscription, investors will be deemed to have
accepted the terms and conditions set out below in the Appendix to
this Announcement. An investor that has made an application to
subscribe for New Ordinary Shares under the Offer for Subscription
accepts that such application shall be irrevocable without the
consent of the Board . Upon being notified of its allocation of New
Ordinary Shares in the Offer for Subscription, an investor shall be
contractually committed to acquire the number of New Ordinary
Shares allocated to it at the Issue Price per New Ordinary
Share.
General
The New Ordinary Shares issued pursuant to the Issue will, when
issued, be credited as fully paid and rank pari passu with the
existing Ordinary Shares in the capital of the Company, including
the right to receive all future dividends and distributions
declared, made or paid.
Applications will be made for the New Ordinary Shares issued
pursuant to the Issue to be admitted to the premium segment of the
Official List, and to trading on the London Stock Exchange's main
market for listed securities ("Admission").
It is expected that Admission will become effective and dealings
in the New Ordinary Shares will commence at 8.00 a.m. on 28 June
2022.
Expected Timetable for the Issue
Event Date
Placing and Offer for Subscription 14 June 2022
open
--------------------------
Latest time and date for receipt 2.30 p.m. on 23 June 2022
of completed Application Forms
and payment in full under
the Offer for Subscription
--------------------------
Latest time and date for commitments 3.00 p.m. on 23 June 2022
under the Placing
--------------------------
A nnouncement of results of 24 June 2022
the Issue
--------------------------
Admission and dealing in New 8.00 a.m. on 28 June 2022
Ordinary Shares commence
--------------------------
Each of the times and dates set out above and mentioned
elsewhere in this Announcement may be adjusted by the Company, in
which event details of the new times and dates will be announced
via a Regulatory Information Service. References to a time of day
are to London time.
Jefferies is acting as sole bookrunner and sole global
coordinator in respect of the Issue.
Capitalised terms shall have the meanings attributed to them in
the Prospectus unless otherwise defined in this Announcement.
For further information:
Foresight Sustainable Forestry Company
Plc
Robert Guest
Richard Kelly
fsfc@foresightgroup.eu +44 20 3667 8100
Jefferies International Limited
Neil Winward
Will Soutar
Harry Randall +44 20 7029 8000
Citigate Dewe Rogerson
Toby Moore ( toby.moore@citigatedewerogerson.com
)
Jos Bieneman ( jos.bieneman@citigatedewerogerson.com +44 7768 981 763
) +44 7834 336 650
About the Company
Foresight Sustainable Forestry Company Plc ( " the Company " )
is an externally managed investment company investing in a
diversified portfolio of UK forestry and afforestation assets.
Targeting a net total return of more than CPI +5% p.a., the Company
provides investors with the opportunity for real returns and
capital appreciation driven by the prevailing global imbalance
between supply and demand for timber; the inflation-protection
qualities of UK land freeholds; and biological tree growth of 3% to
4% not correlated to financial markets. It also offers outstanding
sustainability and ESG attributes and access to carbon units
related to carbon sequestration from new afforestation planting.
The Company targets value creation as the afforestation projects
successfully achieve development milestones in the process of
converting open ground into established commercial forest and
woodland areas. The Company is seeking to make a direct
contribution in the fight against climate change through forestry
and afforestation carbon sequestration initiatives and to preserve
and proactively enhance natural capital and biodiversity across its
portfolio. It is managed by Foresight Group LLP.
https://fsfc.foresightgroup.eu/
Important Notice
The contents of this Announcement, which has been prepared by
and is the sole responsibility of the Company, has been approved by
Foresight Group LLP ("Foresight") for the purposes of section 21 of
the Financial Services and Markets Act 2000, as amended. Foresight
is authorised and regulated by the Financial Conduct Authority (FRN
198020).
Jefferies, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for the Company in connection with the Issue and will not regard
any other person (whether or not a recipient of this Announcement
or the Prospectus) as its client in relation to the Issue and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients or for providing advice to
any such person in connection with the Issue, the contents of this
Announcement or any other matter referred to in this Announcement.
Nothing in this paragraph shall serve to exclude or limit any
responsibilities which Jefferies may have under the Financial
Services and Markets Act 2000, as amended, or the regulatory regime
established thereunder.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States (as defined
below). This Announcement is not an offer of securities for sale
into the United States. The New Ordinary Shares have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or with any securities
regulatory authority of any State or other jurisdiction of the
United States (as defined below) and accordingly may not be
offered, sold or transferred within the United States of America,
its territories or possessions, any State of the United States or
the District of Columbia (the "United States") except pursuant to
an exemption from, or in a transaction not subject to, registration
under the U.S. Securities Act and in compliance with the securities
laws of any State or other jurisdiction of the United States. No
public offering of securities is being made in the United
States.
The proposed issue of New Ordinary Shares will be made outside
the United States in reliance on the exemption from the
registration requirements of the U.S. Securities Act provided by
Regulation S.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940, as amended (the " U.S.
Investment Company Act " ) and investors will not be entitled to
the benefits of the U.S. Investment Company Act.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for New Ordinary
Shares in any jurisdiction including, without limitation, the
United States, Australia, Canada, Japan or the Republic of South
Africa or any member state of the EEA (as defined below) (other
than any member state of the EEA where the Company's securities may
be lawfully marketed) or any other jurisdiction in which such offer
or solicitation is or may be unlawful (an "Excluded Territory").
This Announcement and the information contained herein are not for
publication or distribution, directly or indirectly, to persons in
an Excluded Territory unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction.
No application to market the New Ordinary Shares has been made
by the Company under the relevant private placement regimes in any
member state of the European Economic Area (the "EEA") other than
the Republic of Ireland and the Netherlands. No marketing of New
Ordinary Shares in any member state of the EEA other than, the
Republic of Ireland and the Netherlands will be undertaken by the
Company save to the extent that such marketing is permitted by
Directive 2011/61/EU of the European Parliament and of the Council
of 8 June 2011 on Alternative Investment Fund Managers and amending
Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No
1060/2009 and (EU) No 1095/2010, and the EU AIFM Delegated
Regulation the AIFM Directive as implemented in the relevant member
state of the EEA.
The distribution of this Announcement, and/or the issue of New
Ordinary Shares in certain jurisdictions may be restricted by law
and/or regulation. No action has been taken by the Company,
Jefferies or any of their respective affiliates as defined in Rule
501(b) under the U.S. Securities Act (as applicable in the context
used, "Affiliates") that would permit an offer of the New Ordinary
Shares or possession or distribution of this Announcement or any
other publicity material relating to the New Ordinary Shares in any
jurisdiction where action for that purpose is required (other than
the United Kingdom, the Republic of Ireland and the Netherlands).
Persons receiving this Announcement are required to inform
themselves about and to observe any such restrictions. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Neither the content of the Company's website, nor the content on
any website accessible from hyperlinks on its website for any other
website, is incorporated into, or forms part of, this Announcement
nor, unless previously published by means of an RIS announcement,
should any such content be relied upon in reaching a decision as to
whether or not to acquire, continue to hold, or dispose of,
securities in the Company. This Announcement does not constitute,
and may not be construed as, an offer to sell or an invitation to
purchase investments of any description or a recommendation
regarding the issue or the provision of investment advice by any
party. No information set out in this Announcement is intended to
form the basis of any contract of sale, investment decision or any
decision to purchase shares in the Company. Approval of the
Prospectus by the FCA should not be understood as an endorsement of
the securities that are the subject of the Prospectus.
The information in this Announcement is for background purposes
only and does not purport to be full or complete. None of the
Company, the Investment Manager, Jefferies or any of their
respective affiliates accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to this Announcement, including the truth, accuracy or
completeness of the information in this Announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company whether written, oral or
in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
Announcement or its contents or otherwise arising in connection
therewith. Apart from the liabilities and responsibilities (if any)
which may be imposed on Jefferies and the Investment Manager by the
Financial Services and Markets Act 2000, as amended, or the
regulatory regime established thereunder, the Company, the
Investment Manager and Jefferies and their respective affiliates
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise which they might otherwise have in respect of
this Announcement or its contents or otherwise arising in
connection therewith.
This Announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "forecasts", "projects", "expects", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts. All
forward-looking statements address matters that involve risks and
uncertainties and are not guarantees of future performance.
Accordingly, there are or will be important factors that could
cause the Company's actual results of operations, performance or
achievement or industry results to differ materially from those
indicated in these statements. Any forward-looking statements in
this Announcement reflect the Company's current views with respect
to future events and are subject to these and other risks,
uncertainties and assumptions relating to the Company's operations,
results of operations, growth strategy and liquidity. Given these
uncertainties, prospective investors are cautioned not to place any
undue reliance on such forward-looking statements. These
forward-looking statements apply only as of the date of this
Announcement. The Company, the Investment Manager and Jefferies
expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or
circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, as amended, the Prospectus
Regulation Rules of the FCA, UK MAR or other applicable laws,
regulations or rules.
The value of securities in the Company and the income from them
is not guaranteed and can fall as well as rise due to stock market
and currency movements. When you sell your investment you may get
back less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations.
Information to distributors
Solely for the purposes of the product governance requirements
contained within PROD 3 of the FCA's Product Intervention and
Product Governance Sourcebook (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 to be issued pursuant to the Issue
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 COBS 3.5 and 3.6 of the
FCA's Conduct of Business Sourcebook, respectively; and (ii)
eligible for distribution through all distribution channels as are
permitted by the Product Governance Requirements (the " Target
Market Assessment " ).
Notwithstanding the Target Market Assessment, distributors
should note that: (a) 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; (b) 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, Jefferies 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 the FCA's Conduct of Business Sourcebook; 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.
PRIIPs Regulation
In accordance with the UK version of the EU PRIIPs Regulation
(1286/2014) which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), a key
information document in respect of an investment in the ordinary
shares of the Company has been prepared by the Company and is
available to investors at fsfc.foresightgroup.eu . If you are
distributing any class of shares in the Company, it is your
responsibility to ensure that the relevant key information document
is provided to any clients that are "retail clients".
APPIX
TERMS AND CONDITIONS OF APPLICATION UNDER THE OFFER FOR
SUBSCRIPTION
References in these terms and conditions of application under
the Offer for Subscription (the "Terms and Conditions of
Application") to the Announcement are to the announcement dated 14
June 2022 published by the Company relating, inter alia, to the
Offer for Subscription (the "Announcement").
Save where the context requires otherwise, terms used in these
Terms and Conditions of Application bear the same meaning as used
in the Announcement.
No prospectus
The Offer for Subscription (as defined in the Announcement) is
being made under the exemption against the need for an approved
prospectus provided for under section 86(1) of FSMA. As such, no
prospectus or offering document has been or will be published
pursuant to the UK Prospectus Regulation in connection with the
Offer for Subscription, nor will any such prospectus be submitted
to be approved by the Financial Conduct Authority (the "FCA").
Accordingly, all applications will be made solely on the basis
of information published by the Company in accordance with the
FCA's Disclosure Guidance and Transparency Rules, the Company's
pre-investment disclosure document prepared for the purposes of
complying with regulation 59(2)(b) of the Alternative Investment
Fund Managers Regulations 2013, as amended, and the key information
document (the "KID") relating to the New Ordinary Shares
(collectively "Regulatory Information").
1. Introduction
The New Ordinary Shares are only suitable for investors who understand
the potential risk of capital loss and that there may be limited
liquidity in the underlying investments of the Company, for whom
an investment in New Ordinary Shares is part of a diversi ed
investment programme and who fully understand and are willing
to assume the risks involved in such an investment programme.
In the case of a joint application, references to you in these
Terms and Conditions of Application are to each of you, and your
liability is joint and several. Please ensure that you read these
Terms and Conditions of Application in full before completing
the Application Form.
If you apply for New Ordinary Shares under the Offer for Subscription,
you will be agreeing with the Company, Computershare Investor
Services PLC (the "Receiving Agent") to the Terms and Conditions
of Application set out below.
The Application Form referred to in these Terms and Conditions
of Application is available from the Company's website at fsfc.foresightgroup.eu
.
2. Offer to acquire New Ordinary Shares
2.1 Your application must be made on the Application Form available
from the Company's website fsfc.foresightgroup.eu , or as may
be otherwise published by the Company. By completing and delivering
an Application Form, you, as the applicant, and, if you sign
the Application Form on behalf of another person or a corporation,
that person or corporation:
(a) offer to subscribe for such number of New Ordinary Shares specified in Box 1 on your
Application
Form (or such lesser number for which your application is accepted) at the Issue Price
(being
107 pence per New Ordinary Share) on the terms, and subject to the conditions, set out in
these Terms and Conditions of Application and the Company's memorandum and articles of
association;
(b) agree that, in consideration of the Company agreeing that it will not, prior to the date of
admission of the New Ordinary Shares to the premium segment of the Official List of the FCA
and to trading on the London Stock Exchange's main market for listed securities ( "
Admission
" ), offer for subscription such New Ordinary Shares to any person other than by means of
the procedures referred to in these Terms and Conditions of Application, your application
may not be revoked and that this paragraph shall constitute a collateral contract between
you and the Company which will become binding upon despatch by post to, or in the case of
delivery by hand on receipt by the Receiving Agent of, your Application Form;
(c) undertake to pay the aggregate Issue Price for the number of New Ordinary Shares speci ed
in your Application Form, and warrant that the remittance accompanying your Application
Form
will be honoured on rst presentation and agree that if such remittance is not so honoured
you will not be entitled to receive the share certi cates for the New Ordinary Shares
applied
for in certi cated form or be entitled to commence dealing in the New Ordinary Shares
applied
for in uncerti cated form or to enjoy or receive any rights in respect of such New Ordinary
Shares unless and until you make payment in cleared funds for such New Ordinary Shares and
such payment is accepted by the Receiving Agent (which acceptance shall be in its absolute
discretion and on the basis that you indemnify the Receiving Agent and the Company against
all costs, damages, losses, expenses and liabilities arising out of, or in connection with,
the failure of your remittance to be honoured on rst presentation) and the Company may
(without
prejudice to any other rights it may have) void the agreement to allot the New Ordinary
Shares
and may allot them to some other person, in which case you will not be entitled to any
refund
or payment in respect thereof (other than the refund by way of a cheque, in your favour, at
your risk, for an amount equal to the proceeds of the remittance which accompanied your
Application
Form, without interest);
(d) agree that where on your Application Form a request is made for New Ordinary Shares to be
deposited into a CREST Account, the Receiving Agent may in its absolute discretion amend
the
form so that such New Ordinary Shares may be issued in certi cated form registered in the
name(s) of the holders speci ed in your Application Form (and recognise that the Receiving
Agent will so amend the form if there is any delay in satisfying the identity of the
applicant
or the owner of the CREST Account or in receiving your remittance in cleared funds);
(e) agree, in respect of applications for New Ordinary Shares in certi cated form (or where the
Receiving Agent exercises its discretion pursuant to paragraph 2.1(d) above to issue New
Ordinary
Shares in certi cated form), that any share certi cate to which you or, in the case of
joint
applicants, any of the persons speci ed by you in your Application Form may become entitled
(and any monies returnable to you) may be retained by the Receiving Agent:
(i) pending clearance of your remittance;
(ii) pending investigation of any suspected breach of the warranties
contained in paragraph 6 below or any other suspected breach
of these Terms and Conditions of Application; or
(iii) pending any verification of identity which is, or which the
Receiving Agent considers may be, required for the purpose
of the UK Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017, as amended
(the "Money Laundering Regulations") from time to time and
any other regulations applicable thereto;
(f) agree, on the request of the Receiving Agent, to disclose promptly in writing to it such
information
as the Receiving Agent may request in connection with your application and authorise the Receiving
Agent to disclose any information relating to your application which it may consider appropriate;
(g) agree that, if evidence of identity satisfactory to the Receiving Agent is not provided to
the Receiving Agent within a reasonable time (in the opinion of the Company) following a request
therefor, the Company or the Receiving Agent may terminate the agreement with you to allot
New Ordinary Shares and, in such case, the New Ordinary Shares which would otherwise have
been allotted to you may be re-allotted or sold to some other party and the lesser of your
application monies or such proceeds of sale (as the case may be, with the proceeds of any
gain derived from a sale accruing to the Company) will be returned to you by cheque in your
favour without interest and at your risk;
(h) agree that you are not applying on behalf of a person engaged in money laundering, drug traf
cking or terrorism;
(i) undertake to ensure that, in the case of an Application Form signed by someone else on your
behalf, the original of the relevant power of attorney (or a complete copy certi ed by a solicitor
or notary) is enclosed with your Application Form together with full identity documents for
the person so signing;
(j) undertake to pay interest at the rate described in paragraph 3.3 below if the remittance
accompanying
your Application Form is not honoured on rst presentation; and
(k) authorise the Receiving Agent to procure that there be sent to you de nitive certi cates in
respect of the number of New Ordinary Shares for which your application is accepted or if
you have completed Box 3B on your Application Form, but subject to paragraph 2.1(d) above,
to deliver the number of New Ordinary Shares for which your application is accepted into CREST,
and/or to return any monies returnable by cheque in your favour without interest and at your
risk;
(l) con rm that you have read and complied with paragraph 8 of these Terms and Conditions of
Application;
(m) agree that all subscription cheques and payments will be processed through a bank account
in the name of " CIS PLC re: Foresight OFS a/c " opened by the Receiving Agent:
(n) agree that your Application Form is addressed to the Receiving Agent acting as agent for the
Company.
3.11 Applicants choosing to settle via CREST, that is DVP, will need
to match their instructions to the Receiving Agent's Participant
Account 3RA49, by no later than 2.30 p.m. on 23 June 2022, allowing
for the delivery and acceptance of the Ordinary Shares to be
made against payment of the Issue Price per Ordinary Share, following
the CREST matching criteria set out in the Application Form.
3.12 The Company reserves the right in its absolute discretion (but
shall not be obliged) to accept applications for less than the
minimum of 1,000 New Ordinary Shares.
4 Conditions
4.1 The contracts created by the acceptance of applications (in whole
or in part) under the Offer for Subscription will be conditional
upon, inter alia:
(a) Admission occurring by not later than 8.00 a.m. on 28 June 2022 (or such later time or date,
not being later than 30 June 2022, as the Company and Jefferies International Limited
("Jefferies")
may agree); and
(b) the placing and offer agreement between the Company, Foresight Group LLP (the "Investment
Manager") and Jefferies dated 28 October 2021 becoming otherwise unconditional in all respects
in relation to the Placing (save as to Admission of the New Ordinary Shares), and not being
terminated in accordance with its terms before Admission becomes effective.
5 Return of Application Monies
Where application monies have been banked and/or received, if
any application is not accepted in whole, or is accepted in part
only, or if any contract created by acceptance does not become
unconditional, the application monies or, as the case may be,
the balance of the amount paid on application will be returned
without interest and after the deduction of any applicable bank
charges by crossed cheque in your favour, by post at the risk
of the person(s) entitled thereto or back to the bank where the
funds originated from if payment is made by electronic transfer.
In the meantime, application monies will be retained by the Receiving
Agent in a separate non-interest bearing account.
6 Warranties
By completing an Application Form, you:
6.1 warrant that, if you sign the Application Form on behalf of somebody
else or on behalf of a corporation, you have due authority to
do so on behalf of that other person and that such other person
will be bound accordingly and will be deemed also to have given
the con rmations, warranties and undertakings contained in these
Terms and Conditions of Application and undertake to enclose
your power of attorney (or a complete copy certi ed by a solicitor
or notary together with full identity documents for yourself);
6.2 warrant that you are not a US Person (within the meaning of Regulation
S under the U.S. Securities Act of 1933, as amended), you are
not located within the United States, you are acquiring the New
Ordinary Shares in an offshore transaction meeting the requirements
of Regulation S and are not acquiring the New Ordinary Shares
for the account or bene t of a US Person;
6.3 warrant, if the laws of any territory or jurisdiction outside
the United Kingdom are applicable to your application, that you
have 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 your application in any territory and that you
have not taken any action or omitted to take any action which
will result in the Company, Jefferies or the Receiving Agent,
or any of their respective of cers, agents or employees, 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 Offer for Subscription in respect
of your application;
6.4 con rm that (save for advice received from your financial adviser
(if any)) in making an application you are not relying on any
information or representations in relation to the Company and
the New Ordinary Shares other than those contained in the Regulatory
Information. You agree that the content of the Announcement (including
these Terms and Conditions of Application) is exclusively the
responsibility of the Company and that you have neither received
nor relied on any information (other than the Regulatory Information),
representation, warranty, or statement made by or on behalf of
the Company, the Investment Manager, Jefferies or any other person
and none of the Company, the Investment Manager, Jefferies nor
any other person will be liable for your decision to participate
in the Offer for Subscription based on any other information,
representation, warranty or statement which you may have obtained
or received;
6.5 agree that, having had the opportunity to read the Announcement
(including these Terms and Conditions of Application) you shall
be deemed to have had notice of all information and representations
contained therein;
6.6 acknowledge that no person is authorised in connection with the
Offer for Subscription to give any information or make any representation
and, if given or made, any information or representation must
not be relied upon as having been authorised by the Company,
the Investment Manager, Jefferies or the Receiving Agent;
6.7 acknowledge that the KID relating to the New Ordinary Shares
to be issued pursuant to the Offer for Subscription prepared
by the Company in connection with the New Ordinary Shares pursuant
to the UK version of Regulation (EU) No 1286/2014 which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018,
as amended and supplemented from time to time (the " UK PRIIPs
Laws " ) can be provided to you in paper form or by means of
a website, but that where you are applying under the Offer for
Subscription directly and not through an adviser or other intermediary,
unless requested in writing otherwise, the lodging of an Application
Form represents your consent to being provided the KID via the
website at fsfc.foresight.eu or on such other website as has
been noti ed to you. Where your application is made on an advised
basis or through another intermediary, the terms of your engagement
should address the means by which such KID will be provided to
you;
6.8 acknowledge and agree that the procedures for calculating the
risks, costs and potential returns as set out in the KID relating
to the New Ordinary Shares are prescribed by the UK PRIIPs Laws
and the information contained in the KID may not re ect the expected
returns for the Company, and that anticipated performance returns
cannot be guaranteed;
6.9 warrant that you are not under the age of 18 on the date of your
application;
6.10 agree that all documents and monies sent by post to, by or on
behalf of the Company, or the Receiving Agent, will be sent at
your risk and, in the case of documents and returned application
cheques and payments to be sent to you, may be sent to you at
your address (or, in the case of joint holders, the address of
the rst named holder) as set out in your Application Form;
6.11 con rm that you have reviewed the restrictions contained in paragraph
8 of these Terms and Conditions of Application below and warrant,
to the extent relevant, that you (and any person on whose behalf
you apply) comply or have complied with the provisions therein;
6.12 agree that, in respect of those New Ordinary Shares for which
your Application Form has been received and processed and not
rejected, acceptance of your Application Form shall be constituted
by the Company instructing the Registrar to enter your name on
the Company's register of members;
6.13 agree that all applications, acceptances of applications and
contracts resulting therefrom under the Offer for Subscription
and any non-contractual obligations arising under or in connection
therewith shall be governed by and construed in accordance with
English law and that you submit to the jurisdiction of the English
courts and agree that nothing shall limit the right of the Company
to bring any action, suit or proceedings arising out of or in
connection with any such applications, acceptances of applications
and contracts or non-contractual obligations in any other manner
permitted by law or in any court of competent jurisdiction;
6.14 irrevocably authorise the Company, or the Receiving Agent or
any other person authorised by any of them, as your agent, to
do all things necessary to effect registration of any New Ordinary
Shares subscribed by or issued to you into your name and authorise
any representatives of the Company and/or the Receiving Agent
to execute any documents required therefor and to enter your
name on the register of members of the Company;
6.15 agree to provide the Company and Receiving Agent with any information
which they may request in connection with your application or
to comply with any other relevant legislation (as the same may
be amended from time to time) including without limitation satisfactory
evidence of identity to ensure compliance with the Money Laundering
Regulations;
6.16 agree that the Receiving Agent is acting for the Company in connection
with the Issue and for no one else and that it will not treat
you as its customer by virtue of such application being accepted
or owe you any duties or responsibilities concerning the price
of New Ordinary Shares or concerning the suitability of New Ordinary
Shares for you or be responsible to you for providing the protections
afforded to its customers;
6.17 warrant that no portion of the assets used to purchase, and no
portion of the assets used to hold, the New Ordinary Shares or
any bene cial interest therein constitutes or will constitute
the assets of (i) an "employee benefit plan" as defined in Section
3(3) of the US Employee Retirement Income Security Act of 1974,
as amended from time to time, and to applicable regulations thereunder
( " ERISA " ) that is subject to Title I of ERISA; (ii) a "plan"
as defined in Section 4975 of the US Internal Revenue Code of
1986, as amended (the " Internal Revenue Code " ), including
an individual retirement account or other arrangement that is
subject to Section 4975 of the Internal Revenue 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 Internal Revenue Code. In addition,
if an investor is a governmental, church, non-US or other employee
bene t 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 Internal Revenue Code, its
purchase, holding, and disposition of the New Ordinary Shares
must not constitute or result in a non-exempt violation of any
such substantially similar law;
6.18 warrant that, in connection with your application, you have observed
the laws of all requisite territories, obtained any requisite
governmental or other consents, complied with all requisite formalities
and paid any issue, transfer or other taxes due in connection
with your application in any territory and that you have not
taken any action which will or may result in the Company, Jefferies
or the Receiving Agent acting in breach of the regulatory or
legal requirements of any territory in connection with the Offer
for Subscription or your application;
6.19 warrant that the information contained in your Application Form
is true and accurate and agree that if you request that New Ordinary
Shares are issued to you on a date other than Admission and such
New Ordinary Shares are not issued on such date that the Company
and its agents and Directors will have no liability to you arising
from the issue of such New Ordinary Shares on a different date.
7 Money Laundering
7.1 You agree that, in order to ensure compliance with the Money
Laundering Regulations, the Proceeds of Crime Act 2002 and any
other applicable regulations, the Receiving Agent may at its
absolute discretion require verification of identity of you (the
" holder(s) " ) as the applicant lodging an Application Form
and further may request from you and you will assist in providing
identification of:
-- the owner(s) and/or controller(s) (the " payor " ) of
any bank account not in the name of the holder(s) on
which is drawn a payment by way of banker's draft or
cheque; or
-- where it appears to the Receiving Agent that a holder
or the payor is acting on behalf of some other person
or persons.
7.2 Any delay or failure to provide the necessary evidence of identity
may result in your application being rejected or delays in crediting
CREST accounts or the despatch of documents.
7.3 Without prejudice to the generality of this paragraph 7, verification
of the identity of holders and payors will be required if the
value of the New Ordinary Shares applied for, whether in one
or more applications considered to be connected, exceeds EUR10,000
(or the Sterling equivalent). If you use a building society cheque
or banker's draft you should ensure that the bank or building
society issuing the payment enters the name, address and account
number of the person whose account is being debited on the reverse
of the cheque or banker's draft and adds its stamp.
7.4 If, in such circumstances, the person whose account is being
debited is not a holder you will be required to provide for both
the holder and the payor an original or a copy of that person's
passport or driving licence certified by a solicitor and an original
or certified copy of the following no more than three months
old, a gas, electricity, water or telephone (not mobile) bill,
a recent bank statement or a council tax bill, in their name
and showing their current address (which originals will be returned
by post at the addressees' risk) together with a signed declaration
as to the relationship between the payor and you the holder.
7.5 For the purpose of the Money Laundering Regulations a person
making an application for New Ordinary Shares will not be considered
as forming a business relationship with the Company or the Receiving
Agent but will be considered as effecting a one-off transaction
with either the Company or with the Receiving Agent. Submission
of an Application Form with the appropriate remittance will constitute
a warranty to each of the Company and the Receiving Agent from
the applicant that the Money Laundering Regulations will not
be breached by the application of such remittance.
7.6 The person(s) submitting an application for Ordinary Shares will
ordinarily be considered to be acting as principal in the transaction
unless the Receiving Agent determines otherwise, whereupon you
may be required to provide the necessary evidence of identity
of the underlying beneficial owner(s). Whilst the Receiving Agent
may carry out checks on any application, they are usually only
performed when dealing with application values above a certain
threshold, commonly referred to as the anti-money laundering
threshold which is EUR10,000 (or the Sterling equivalent).
8 Overseas Investors
8.1 The Offer for Subscription is only being made in the United Kingdom.
If you receive a copy of this document or an Application Form
in any territory other than the United Kingdom you may not treat
it as constituting an invitation or offer to you, nor should
you, in any event, use an Application Form unless, in the relevant
territory, such an invitation or offer could lawfully be made
to you or an Application Form could lawfully be used without
contravention of any registration or other legal requirements.
It is your responsibility, if you are outside the United Kingdom
and wish to make an application for New Ordinary Shares under
the Offer for Subscription, to satisfy yourself as to full observance
of the laws of any relevant territory or jurisdiction in connection
with your application, including obtaining any requisite governmental
or other consents, observing any other formalities requiring
to be observed in such territory and paying any issue, transfer
or other taxes required to be paid in such territory.
None of the New Ordinary Shares have been or will be registered
under the laws of Canada, Japan, Australia, the Republic of South
Africa or under the U.S. Securities Act or with any securities
regulatory authority of any state or other political subdivision
of the United States, Canada, Japan, Australia or the Republic
of South Africa. If you subscribe for New Ordinary Shares you
will, unless the Company and the Receiving Agent agree otherwise
in writing, be deemed to represent and warrant to the Company
that you are not a U.S. Person or a resident of Canada, Japan,
Australia, the Republic of South Africa or a corporation, partnership
or other entity organised under the laws of the U.S. or Canada
(or any political subdivision of either) or Japan or Australia
or the Republic of South Africa and that you are not subscribing
for such New Ordinary Shares for the account of any U.S. Person
or resident of Canada, Japan, Australia or the Republic of South
Africa and will not offer, sell, renounce, transfer or deliver,
directly or indirectly, any of the New Ordinary Shares in or
into the United States, Canada, Japan, Australia or the Republic
of South Africa or to any U.S. Person or person resident in Canada,
Japan, Australia or the Republic of South Africa. No application
will be accepted if it shows the applicant, payor or a holder
having an address other than in the United Kingdom.
9 Data Protection
9.1 Each applicant acknowledges that it has been informed that, pursuant
to applicable data protection legislation (including the General
Data Protection Regulation (EU) 2016/679, the UK version of the
General Data Protection Regulation (EU) 2016/679 as incorporated
into UK law by the European Union (Withdrawal) Act 2018, as such
may be varied, amended or replaced from time to time, and regulatory
requirements in the United Kingdom and/or the EEA, as appropriate
(the " DP Legislation " ) the Company, the Investment Manager
and/or the Receiving Agent hold their personal data.
9.2 The Company, the Investment Manager and the Receiving Agent will
process such personal data at all times in compliance with DP
Legislation and shall only process such information for the purposes
set out in the Company's privacy notice (the " Purposes " ) which
is available for consultation on the Company's website: fsfc.foresightgroup.eu
(the " Privacy Notice " )
9.3 Any sharing of personal data between parties will be carried
out in compliance with DP Legislation and as set out in the Company's
Privacy Notice.
9.4 In providing the Company, the Investment Manager and/or Receiving
Agent with personal data, the applicant hereby represents and
warrants to the Company, the Investment Manager and the Receiving
Agent that: (1) it complies in all material aspects with its
data controller obligations under DP Legislation, and in particular,
it has noti ed any data subject of the purposes for which personal
data will be used and by which parties it will be used and it
has provided a copy of the Privacy Notice to such relevant data
subjects; and (2) where consent is legally competent and/or required
under DP Legislation, the applicant has obtained the consent
of any data subject to the Company, the Investment Manager and
the Receiving Agent and their respective af liates and group
companies, holding and using their personal data for the purposes
(including the explicit consent of the data subjects for the
processing of any sensitive personal data for the purposes).
9.5 Each applicant acknowledges that by submitting personal data
to the Company, the Investment Manager or Receiving Agent (acting
for and on behalf of the Company) where the applicant is a natural
person, he or she (as the case may be) represents and warrants
that (as applicable) he or she has read and understood the terms
of the Privacy Notice.
9.6 Each applicant acknowledges that by submitting personal data
to the Company, the Investment Manager or the Receiving Agent
(acting for and on behalf of the Company) where the applicant
is not a natural person, it represents and warrants that:
(a) it has brought the Privacy Notice to the attention of any
underlying data subjects on whose behalf or account the
applicant may act or whose personal data will be disclosed
to the Company as a result of the applicant agreeing to
subscribe for New Ordinary Shares under the Offer for Subscription;
(b) the applicant has complied in all other respects with all
applicable data protection legislation in respect of disclosure
and provision of personal data to the Company; and
(c) where the applicant acts for or on account of an underlying
data subject or otherwise discloses the personal data of
an underlying data subject, he/she/it shall, in respect
of the personal data it processes in relation to or arising
in relation to the Offer for Subscription:
(i) comply with all applicable data protection legislation;
(ii) 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;
(iii) if required, agree with the Company, the Investment
Manager and the Receiving Agent (as applicable), the
responsibilities of each such entity as regards relevant
data subjects' rights and notice requirements; and
(iv) Immediately on demand, fully indemnify the Company,
the Investment Manager and the Receiving Agent (as applicable)
and keep them fully and effectively indemni ed against
all costs, demands, claims, expenses (including legal
costs and disbursements on a full indemnity basis),
losses (including indirect losses and loss of pro ts,
business and reputation), actions, proceedings and liabilities
of whatsoever nature arising from or incurred by the
Company, the Investment Manager and/or the Receiving
Agent in connection with any failure by the applicant
to comply with the provisions set out above.
10 Miscellaneous
10.1 The rights and remedies of the Company and the Receiving Agent
under these Terms and Conditions of Application are in addition
to any rights and remedies which would otherwise be available
to either of them and the exercise or partial exercise of one
will not prevent the exercise of others.
10.2 The Company reserves the right to shorten or extend the closing
time of the Offer for Subscription from 2.30 p.m. on 23 June
2022 (provided that the closing time of the Offer for Subscription
shall not be extended to a date later than 1 August 2022) by
giving notice to the London Stock Exchange. The Company will
notify investors via a Regulatory Information Service and any
other manner, having regard to the requirements of the London
Stock Exchange.
10.3 The Company may terminate the Offer for Subscription in its absolute
discretion at any time prior to Admission. If such right is exercised,
the Offer for Subscription will lapse and any monies will be
returned to the applicant as indicated without interest and at
the applicant's risk.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEUSVRRUOUNARR
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June 14, 2022 02:02 ET (06:02 GMT)
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