Placing Programme
Under the Placing Programme the Company will be able to issue up to 55 million New Shares (in addition to the number of New Shares issued under the Initial Placing).
Under the Placing Programme New Shares may be issued from 8.00 a.m. on 30 March 2016 until 8.00 a.m. on 21 March 2017. The issue of New Shares pursuant to the Placing Programme is at the discretion of the Directors. Any New Shares issued pursuant to the Placing Programme will rank pari passu in all respects with the existing Ordinary Shares (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant New Shares).
The Directors would apply the net proceeds of the Placing Programme in making investments that have been identified by the Investment Manager in accordance with the Company's investment objective and policy. The Placing Programme will not be underwritten.
The number of New Shares available under the Placing Programme is intended to provide flexibility and should not be taken as an indication of the number of New Shares to be issued. Any issues of New Shares under the Placing Programme will be notified by the Company through a Regulatory Information Service and the Company's website prior to each Admission.
In the event that there are any significant changes affecting any of the matters described in this document or where any significant new matters have arisen after the publication of this document and prior to Admission of the New Shares issued pursuant to the Placing Programme, the Company will publish a supplementary prospectus. Any supplementary prospectus published will give details of the significant change(s) or the significant new matter(s).
The Placing Programme is designed to be suitable for institutional, professional and highly knowledgeable investors (including those who are professionally advised) seeking exposure to UK listed equities. Such investors may wish to consult an independent financial adviser who specialises in advising on the acquisition of shares and other securities before investing in New Shares issued under the Placing Programme.
The procedure for, and the terms and conditions of, application under the Placing Programme are set out in Part 8 of this document.
Conditions
To become effective, each Issue under the Placing Programme will require the following events to occur:
(i) once the Company's existing Shareholder allotment authorities have been exhausted, resolutions of the Company to be passed approving the Directors' authority to allot New Shares pursuant to the relevant Issue on a non pre-emptive basis;
(ii) the Placing Programme Price being determined by the Directors;
(iii) the Admission Condition being satisfied pursuant to such Issue; and
(iv) a valid supplementary prospectus being published by the Company if such is required by the Prospectus Rules and/or FSMA.
In circumstances where these conditions are not fully met, the relevant issue of New Shares pursuant to the Placing Programme will not take place.
Placing Programme Price
The price of a New Share to be issued pursuant to each Issue under the Placing Programme will be determined by the Board and will be at a premium to the Net Asset Value per Ordinary Share and rounded to two decimal places. The Placing Programme Price for each Issue would be announced as soon as is practicable through a Regulatory Information Service.
The Directors would determine the Placing Programme Price on the basis described above so as to cover the costs and expenses of each Issue under the Placing Programme and to thereby avoid any dilution of the net asset value of the existing Ordinary Shares. In determining the Placing Programme Price, the Directors would also take into consideration, inter alia, the prevailing market conditions at that time.
Admission and dealings
Applications would be made to the UK Listing Authority for admission of the New Shares to the Official List. Applications would also be made for the New Shares to be admitted to trading on the London Stock Exchange throughout the period from 30 March 2016 to 21 March 2017. It is expected that such admission and dealings in the Ordinary Shares issued pursuant to the Placing Programme would commence in the period from 30 March 2016 to 24 March 2017.
The New Shares would be issued in registered form and may be held in uncertificated form. The New Shares allocated would be issued to Placees through the CREST system unless otherwise stated. The New Shares would be eligible for settlement through CREST with effect from Admission.
The Company would arrange for CREST to be instructed to credit the appropriate CREST accounts of the Placees concerned or their nominees with their respective entitlements to the New Shares.
The names of Placees or their nominees that invest through their CREST accounts would be entered directly on to the share register of the Company.
Dealings in the New Shares in advance of the crediting of the relevant stock account shall be at the risk of the person concerned.
Any New Shares issued will be denominated in Sterling.
Dilution
Existing Shareholders are not obliged to participate in the Issues. However, those Shareholders who do not participate in the Issues will suffer a dilution to the percentage of the issued share capital that their current holding represents based on the actual number of Ordinary Shares issued.
Assuming 55 million New Shares are issued under the Placing Programme (in addition to the New Shares issued under the Initial Placing), Shareholders will suffer a dilution of approximately 83.01 per cent. to their existing percentage holdings.
Subscriber warranties
Each subscriber for New Shares in the Placing Programme and each subsequent investor in the New Shares will be deemed to have represented, warranted and acknowledged and agreed to the representations, warranties, acknowledgments and agreements set out in paragraphs 4 and 5 in Part 8 of this document.
The Company, the Investment Manager, the Placing Agent and their respective directors, officers, members, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.
If any of the representations, warranties, acknowledgments or agreements made by the investor are no longer accurate or have not been complied with the investor will immediately notify the Company.
Scaling back
In the event that the number of New Shares applied for under the Placing Programme at the Placing Programme Price results in the Company receiving net proceeds which are in excess of the size of the Placing Programme then it would be necessary to scale back such applications. In such event New Shares will be allocated, as far as reasonably possible, so that applications from existing Shareholders are given priority over other applicants, and, where applicable, with a view to ensuring that existing Shareholders are allocated such percentage of New Shares as is as close as possible to their existing percentage holding of Ordinary Shares. The final results of the Placing Programme and any scaling back will be announced via a Regulatory Information Service.
Purchase and transfer restrictions
This document does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, New Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company, the Investment Manager or the Placing Agent.
The Company has elected to impose the restrictions described in Part 8 of this document on the Placing Programme and on the future trading of the New Shares so that the Company will not be required to register the offer and sale of the New Shares under the US Securities Act and will not have an obligation to register as an investment company under the Investment Company Act and related rules and also to address certain ERISA, Internal Revenue Code and other considerations.
These transfer restrictions, which will remain in effect until the Company determines in its sole discretion to remove them, may adversely affect the ability of holders of the New Shares to trade such securities. The Company and its agents will not be obliged to recognise any resale or other transfer of the New Shares made other than in compliance with the restrictions described below.
The New 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 the New Shares may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, 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. There will be no public offer of the New Shares in the United States. The New Shares are being offered and sold outside the United States to non-US Persons in reliance on Regulation S.
Moreover, the Company has not been and will not be registered under the Investment Company Act and investors will not be entitled to the benefits of the Investment Company Act. No offer, purchase, sale or transfer of the New Shares may be made except under circumstances which will not result in the Company being required to register as an investment company under the Investment Company Act.
PART 5