BACIT Limited Proposed expansion of investment policy & capital raise

 
TIDMBACT 
 
28 November 2016 
 
This announcement is for information purposes only and does not contain or 
constitute an offer of, or the solicitation of an offer to buy, any securities 
referred to herein to any person in any jurisdiction, including the United 
States, Australia, Canada, Japan or South Africa. Neither this announcement nor 
anything contained herein shall form the basis of, or be relied upon in 
connection with any offer or commitment whatsoever in any jurisdiction. 
 
This announcement is an advertisement and not a prospectus. It does not 
constitute an offer of securities for sale or subscription in any jurisdiction. 
Investors should not subscribe for or purchase any securities referred to in 
this announcement except in compliance with applicable securities laws and only 
on the basis of information in the prospectus (the "Prospectus") published by 
BACIT Limited in connection with the issue and the proposed admission of new 
ordinary shares (the "New Ordinary Shares") to listing on the Premium Segment 
of the Official List (the "Official List") of the Financial Conduct Authority 
(the "FCA") and to trading on the main market for listed securities of London 
Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). A 
copy of the Prospectus and Circular will shortly be available for inspection, 
subject to applicable securities laws, from the Company's website at 
www.bacitltd.com. 
 
                   BACIT LIMITED ("BACIT" OR THE "COMPANY") 
 
 PROPOSED EXPANSION OF INVESTMENT POLICY AND CAPITAL RAISE IN ORDER TO EVOLVE 
                    INTO A LIFE SCIENCE INVESTMENT CHAMPION 
 
Introduction 
 
Further to the announcement on 7 November 2016, BACIT has today published a 
circular (the "Circular") and prospectus (the "Prospectus") in respect of the 
proposed expansion of the Company.  Terms used in this announcement shall have 
the same meaning as set out in the Circular and Prospectus. 
 
The principal elements of the Proposals are as follows: 
 
  * The expansion of the Company's investment policy to permit it to make life 
    science investments in addition to its existing commitment to the CRT 
    Pioneer Fund (the "Pioneer Fund") and alongside its existing portfolio of 
    alternative fund investments. 
  * The indirect acquisition by the Company from Wellcome Trust of Syncona 
    Partners LLP ("Syncona"), an independent subsidiary of Wellcome Trust 
    that operates as a self-managed evergreen investment company, which owns a 
    portfolio of life science investments, and the acquisition by the Company 
    of Cancer Research Technology's ("Cancer Research Technology") limited 
    partnership interest in the CRT Pioneer Fund LP (the "Pioneer Fund") taking 
    the Company's aggregate percentage interest in the Pioneer Fund to 64.11 
    per cent. 
  * Revisions to the Company's investment management arrangements, including 
    the expansion, and future internalisation, of the investment management 
    team to include leading life science specialists from Syncona. 
  * An indirect investment in the Company by Wellcome Trust of approximately GBP 
    319 million and by Cancer Research UK Limited ("CRUK") of approximately GBP 
    27 million (of which approximately GBP10.6 million is in respect of the 
    Company's acquisition of the limited partnership interest in the Pioneer 
    Fund) (the "Firm Placing"). Each of Wellcome Trust and CRUK will 
    subscribe for Ordinary Shares at a price of 131.15 pence per Ordinary Share 
    (the "Offer Price") which represents a premium of 1.35 per cent. to the 
    Company's last published net asset value so as not to be dilutive to 
    existing Shareholders. Both Wellcome Trust and CRUK will be subject to a 24 
    month shareholding lock-up. 
  * The Company will make Life Science Investments across multiple therapeutic 
    areas although it will commit at least 25 per cent. of the assets it 
    allocates to making Life Science Investments to oncology projects and 
    businesses. 
  * A preemptive open offer to the Company's existing shareholders and a 
    placing to eligible new investors under which participants may acquire New 
    Ordinary Shares or existing Ordinary Shares that Shareholders elect to sell 
    through the Liquidity Facility at the Offer Price (the "Issue"). 
  * The Company is also offering existing Shareholders the chance to sell their 
    existing Ordinary Shares at the Offer Price to the extent that such 
    Ordinary Shares can be sold by the Company, acting as agent for the selling 
    Shareholder, to an incoming investor under the Placing and Open Offer. 
  * Amendments to the Company's existing investment management agreement (the 
    "BACIT UK Agreement") with BACIT (UK) Limited ("BACIT UK") (the "BACIT 
    UK Amendments"). 
  * The adoption of a long term incentive plan ("LTIP") for the Life Science 
    Investment Management Team. 
  * Changes to the Board to reflect the revised investment focus and structure 
    of the Company. 
  * The change of the Company's name to "Syncona Limited". 
 
If implemented, the effect of the Proposals will be to provide Shareholders 
with exposure to some of the leading life science opportunities in the United 
Kingdom as well as to the alternative investment fund portfolio, while 
continuing the Company's annual donation to charities, including to the 
Institute of Cancer Research (the "ICR").  It is intended that the Proposals 
should take effect from 19 December 2016 (the "Implementation Date"). 
 
The Proposals require a number of matters to be approved by Shareholders, in 
respect of which resolutions are being proposed at the EGM (the " 
Implementation Resolutions"). 
 
The Company is also bringing forward the discontinuation vote that would 
otherwise have been proposed at its annual general meeting in 2017 (the " 
Discontinuation Resolution"). 
 
Implementation of the Proposals is conditional on Shareholders (a) PASSING all 
of the Implementation Resolutions and (b) NOT PASSING the Discontinuation 
Resolution. All of the Implementation Resolutions must be passed for the 
Proposals to go ahead. 
 
The implementation of the Proposals will also be conditional on the number of 
Ordinary Shares that are offered for sale by existing Shareholders under the 
Liquidity Facility being lower than the number of Ordinary Shares that are 
subscribed for under the Placing and Open Offer. 
 
As the share subscription by Wellcome Trust will result in it holding 30 per 
cent. or more of the Company's voting rights, its subscription will be 
conditional on the Company's existing Shareholders passing a Takeover Code Rule 
9 "whitewash" resolution (the "Waiver Resolution"). For the avoidance of 
doubt the Waiver Resolution is one of the required Implementation Resolutions. 
 
The Company also anticipates that two of the Company's significant shareholders 
may participate in the Placing and the Excess Application Facility (the " 
Related Party Share Subscription"). Whether a Shareholder vote is required on 
the Related Party Share Subscription will depend on the size of the allotment 
made to the respective Shareholders.  However, the Company is prospectively 
seeking shareholder approval now, by way of an ordinary resolution, such that 
any allotment and issue would not need to be scaled back to an amount that does 
not require Shareholder approval. 
 
Explanation of, and reasons for, the Proposals 
 
The Company was launched in October 2012 as an innovative investment company 
which provides investors with access to leading alternative investment managers 
on a "gross return" basis while also making an annual charitable donation 
(the "Annual Donation") and committing a small portion of its assets to life 
science investments. 
 
The success of the Company since its launch has been due to the generous 
support of the managers of the investment funds in which the Company invests 
and the provision of investment management services by the investment 
management team led by Thomas Henderson. The contribution by the Company to the 
charities that it supports through its sizable donations and to medical and 
scientific research though its financial commitments to development and 
innovation projects are key to the continuing support of both the underlying 
managers and the BACIT UK investment management team. 
 
The Company now has a unique opportunity to make a transformational change to 
its exposure to, and financing of, life science investments by aligning the 
Company with two of the UK's leading medical research charities, Wellcome Trust 
and CRUK. 
 
Pursuant to the Proposals: 
 
  * The Company's investment policy will be extended to permit it to make an 
    unlimited number of life science investments ("Life Science Investments") 
    with a view, over time, to becoming predominantly a life science investment 
    company. The Company will generally (but not exclusively) make early stage 
    life science investments with a view to holding, and financing, those 
    investments until they reach commercialisation and beyond. 
  * The Company will continue to make investments in alternative investment 
    funds ("Fund Investments"), although new Fund Investments will not 
    necessarily be made on a gross return basis. 
  * The Company will not be required to invest a specific percentage of its 
    assets in either Life Science Investments or Fund Investments. The Company 
    expects, however, that it will invest its assets in Fund Investments until 
    it requires financing for specific Life Science Investments, at which time 
    an appropriate amount of the Fund Investments may be sold or redeemed. 
  * The Company expects to invest approximately GBP100 million per year of its 
    gross assets in Life Science Investments until substantially all of the 
    Company's gross assets are invested in Life Science Investments. 
  * The Company will indirectly acquire Syncona (via the acquisition of the 
    Syncona Partnership Interests) and the limited partnership interest in the 

    Pioneer Fund which is currently held by Cancer Research Technology 
    (together the "Initial Life Science Portfolio"). 
  * The Company will continue to donate a portion of its Net Asset Value to 
    charity each year, but the relevant percentage will be reduced to 0.3 per 
    cent. to take account of the increased size of the Company (subject to 
    transitional arrangements to prevent the actual amount of the donation 
    falling to below an amount equal to the donation made for the period from 1 
    April 2015 to 31 March 2016 as a result of implementation of the 
    Proposals). 
 
In addition, the Company will reconfigure its investment management 
arrangements by the recruitment of the existing Syncona life science investment 
management team (the "Life Science Investment Management Team"). The Life 
Science Investment Management Team will be employed by Syncona Investment 
Management Limited, a new wholly-owned subsidiary of the Company ("SIML"), 
whose chief executive officer will be Martin Murphy, currently the chief 
executive officer of Syncona. The Company believes that the Life Science 
Investment Management Team possesses a unique combination of experience and 
expertise and is very well placed to take advantage of opportunities afforded 
by the life science sector. 
 
Subject to receipt of the appropriate regulatory authorisations, SIML will 
become the alternative investment fund manager ("AIFM") of the Company, with 
investment discretion over the Company's entire investment portfolio including, 
as described below, the allocation of assets between Life Science Investments 
and Fund Investments. The amount payable to SIML in respect of remuneration of 
its employees and its additional running costs will be subject to agreement by 
the Board and will not exceed one per cent. per annum of the Company's Net 
Asset Value from time to time. When taken with the fee proposed to be paid 
under the amended BACIT UK Agreement, this represents a cost to the Company in 
respect of the management of its assets of up to 1.19 per cent. of the 
Company's Net Asset Value per annum. 
 
BACIT UK will remain as the Company's AIFM until SIML receives regulatory 
authorisation. In the meantime, following implementation of the Proposals, the 
Company's investment management arrangements will be structured so that BACIT 
UK has investment discretion over the Company's entire investment portfolio. 
Once SIML is authorised as the Company's AIFM, BACIT UK will become a 
sub-adviser to SIML in respect of the Company's Fund Investment portfolio, and 
keep discretion as to the allocation of that portfolio to specific Fund 
Investments. BACIT UK will not, however, from that point have any role 
regarding the Life Science Investment portfolio nor will it decide what 
proportion of the Company's assets are allocated to Life Science Investments or 
Fund Investments. 
 
The Company believes that implementation of the Proposals offers the 
opportunity to increase the Company's size and investment scope, which should 
make it more attractive to a wider and more diverse investor base, including 
through enhancing secondary market liquidity in the Shares, while supporting 
and enhancing the Company's existing objectives and charitable contributions. 
 
The managers of the Company's existing Fund Investments and the ICR are all 
supportive of the Proposals. 
 
Impact of the Proposals on the Company's target return and distribution and 
discount management policies 
 
If the Proposals are implemented, the Company will, over the longer term, 
pursue an annualised return per share across its investment portfolio of 15 per 
cent. net of fees and expenses[1]. 
 
The Company's existing distribution policy, which targets dividends of two per 
cent. per annum of Net Asset Value, will remain unchanged by the implementation 
of the Proposals. In addition, the Company will retain its existing scrip 
dividend arrangements pursuant to which shareholders will receive New Ordinary 
Shares in place of a cash dividend, unless they specifically elect to receive 
the cash dividend. 
 
Shareholders should note that the target return and distribution policy are 
targets only and are not profit forecasts. There can be no assurance that any 
target will be met and they should not be taken as an indication of the 
Company's expected or actual future results. Further, payment of any dividend 
is subject to compliance with applicable law and regulations including the 
satisfaction of the statutory solvency test under the Companies Law. 
 
Save for the proposed removal of the requirement contained in the Articles 
periodically to propose a discontinuation vote, the Company's approach to 
discount management will remain unchanged as a result of the implementation of 
the Proposals and, should the Ordinary Shares trade at a discount to the 
prevailing Net Asset Value, the Company will consider whether (but has no 
obligation) to make own share purchases with a view to alleviating the 
discount. 
 
Shareholders should also note that, if the Proposals are implemented, then, as 
a result of the change in the Company's investment focus and expansion of the 
Company's investment management team, the Company will no longer present 
alternative proposals regarding the future of the Company for the approval of 
Shareholders should Thomas Henderson cease to be involved with the Company and 
its group. 
 
Terms of the new capital raise, including the Firm Placing, the Placing, the 
Open Offer, and the Liquidity Facility 
 
The Company will, conditional on implementation of the remainder of the 
Proposals, issue 243,461,685 New Ordinary Shares to Wellcome Trust and 
20,872,732 New Ordinary Shares to CRUK at the Offer Price. 
 
Shareholders are being asked at the EGM to approve the issue of these shares on 
a non-preemptive basis. As at the latest practicable date prior to the date of 
this document, the Ordinary Shares to be issued under the Firm Placing 
represent at least 68.5 per cent. of the entire issued share capital of the 
Company. 
 
As the share subscription by Wellcome Trust under the Firm Placing will result 
in it holding 30 per cent. or more of the Company's voting rights, as enlarged 
by the Issue, the share subscription is also conditional on the Company's 
existing shareholders passing a "whitewash" resolution pursuant to Rule 9 of 
the Takeover Code, which is also being proposed at the EGM. 
 
Alongside the Firm Placing, the Company intends to issue New Ordinary Shares at 
the Offer Price by way of the Placing and Open Offer. 
 
Qualifying Shareholders will be offered the opportunity to subscribe for 6 New 
Ordinary Shares for every 19 Ordinary Shares held as at the Record Date at the 
Offer Price under the Open Offer and the Company will issue up to 121,938,563 
New Ordinary Shares at the Offer Price in the Placing. 
 
The Company is also offering existing Shareholders the chance to sell their 
Ordinary Shares to incoming investors at the Offer Price pursuant to the 
Liquidity Facility. 
 
The Proposals are conditional on the demand for Ordinary Shares under the 
Placing and Open Offer at least equalling the demand to sell Ordinary Shares 
under the Liquidity Facility. 
 
Shareholders are also being sent a prospectus and a circular in relation to the 
Firm Placing and Placing and Open Offer and a deed of election in connection 
with the Liquidity Facility. 
 
The BACIT UK Amendments 
 
Currently, the BACIT UK Agreement is terminable on 180 days' notice by the 
Company. 
 
In order to provide a longer term incentive for the investment management team 
employed by BACIT UK (especially following the appointment of SIML as the 
Company's AIFM) and to ensure continuity for the underlying managers who 
provide the Company with "fee free" access to their funds, it is proposed 
that the BACIT UK Agreement should be amended so that it is terminable by the 
Company on the following terms: 
 
  * the BACIT UK Agreement will have an initial fixed term of five years from 
    the Implementation Date (the "First Period"); and 
  * at the expiry of the First Period, the BACIT UK Agreement will continue for 
    a further five years and terminate on the date that is 10 years from the 
    Implementation Date (the "Second Period") provided that, over the First 
    Period, the Fund Investment portfolio has achieved a time weighted return 
    equal to (a) at least 70 per cent. of the upside return or (b) no worse 
    than 40 per cent. of the downside return generated by the FTSE All Share 
    Index over the First Period (assuming reinvestment of all dividends). 
 
The BACIT UK Agreement will not automatically renew at the end of the Second 
Period. Otherwise, the BACIT UK Agreement will not be terminable by the Company 
during the First Period or Second Period other than for certain cause events or 
with the agreement of BACIT UK. 
 
The fees payable under the BACIT UK Agreement as so amended will be as follows: 
 
  * 0.19 per cent. of Net Asset Value per annum for the First Period. 
  * 0.15 per cent. of Net Asset Value per annum for the Second Period. 
 
For the purposes of calculating the amount of the fee payable under the BACIT 
UK Agreement the portion of Net Asset Value attributable to Life Science 
Investments as well as to Fund Investments will be included. 
 
BACIT UK is a related party of the Company for the purposes of the Listing 
Rules and the BACIT UK Amendments represent a related party transaction between 
the Company and BACIT UK.  However notwithstanding that the BACIT UK Amendments 
are a "smaller" related party transaction pursuant to LR 11.1.10 of the UK 
Listing Rules and do not therefore technically require a vote, the Board is 
seeking shareholder approval for the BACIT UK Amendments.  BACIT UK does not 
own any shares in the Company but Thomas Henderson and Martin Thomas, who are 
both directors of BACIT UK, are shareholders of the Company. Each of Mr. 
Henderson and Mr. Thomas will not vote on the resolution to approve the BACIT 
UK Amendments and will take all reasonable steps to ensure that none of their 

respective associates will vote on the relevant resolution. 
 
LTIP arrangements 
 
The shareholder circular sets out the proposed terms of the LTIP for the 
incentivisation of the Life Science Investment Management Team. 
 
Changes to the Board 
 
If the Proposals are implemented, Arabella Cecil will resign as a director of 
the Company and each of Nigel Keen and Ellen Strahlman will be appointed as 
directors (the "Proposed Directors") with effect from the Implementation 
Date. Each of Jeremy Tigue, Thomas Henderson, Peter Hames and Nicholas Moss 
will remain on the Board. 
 
Biographies for each of the Proposed Directors are as follows: 
 
Nigel Keen 
 
Nigel is the Chairman and co-founder of Syncona Partners. He is also Chairman 
of Oxford University Innovation, the technology transfer group for Oxford 
University, and Chairman of the Oxford Academic Health Science Network, a new 
entity established by the National Health Service in England to align the 
interests of patients in its region with academia, industry and the healthcare 
system. He was previously Chairman of Laird plc for 14 years and Oxford 
Instruments plc for 16 years. His career has encompassed venture capital, 
industry and banking. He has a degree in engineering from Cambridge University, 
is a Fellow of the Institute of Chartered Accountants, a Fellow of the 
Institute of Engineering and Technology and has been involved in the formation 
and development of high technology businesses for more than thirty years. He is 
also the Chairman of the AIM listed medical device company, Deltex Medical. 
 
Ellen Strahlman 
 
Ellen is a senior executive with 25 years of international experience in the 
healthcare industry (biopharmaceuticals, medical devices, public health). Ellen 
is currently the Chief Medical Officer and Executive Vice President, Research & 
Development for BD (Becton, Dickinson and Company), a leading global medical 
technology company. Ellen was previously with GlaxoSmithKline, plc, having 
served as the Senior Vice President and Chief Medical Officer (CMO) since 2008 
and more recently working in the Office of the CEO as Senior Medical Advisor 
and Global Head of Neglected Tropical Diseases. Ellen is a graduate of Harvard 
University (Biochemical Sciences) and obtained her medical degree from the 
Johns Hopkins School of Medicine. She has medical qualifications in general 
surgery (Johns Hopkins) and ophthalmology (the Wilmer Institute, Johns 
Hopkins). 
 
Finally, Ellen earned her Master's Degree in Health Sciences from the Johns 
Hopkins Bloomberg School of Public Health as a Carnegie-Mellon Physician Public 
Health Fellow. 
 
There are no details required to be disclosed in respect of either of the 
proposed directors pursuant to LR9.6.13R. 
 
Discontinuation Resolution 
 
The Discontinuation Resolution is an ordinary resolution which will bring the 
discontinuation vote of the Company forward from its annual general meeting in 
2017 and, if passed, will require the Company's directors to formulate 
proposals to be put to shareholders within six months of the resolution being 
passed to reorganise or reconstruct the Company. 
 
The directors anticipate that, should the Discontinuation Resolution be passed, 
they will propose the winding up of the Company to Shareholders. 
 
It should be noted, however, that the winding up and liquidation of the Company 
may take a significant length of time in light of the illiquidity of certain of 
the Company's underlying investments or, in order to expedite the winding up 
process, may require certain investments to be sold at below their net asset 
value. Accordingly, there can be no guarantee that a liquidation of the Company 
will result in Shareholders receiving an amount equal to the prevailing Net 
Asset Value of the Company, either in the immediate future or at all. Further, 
if the Company were to be wound up, its support for charitable causes would 
cease. 
 
The Board considers that a vote AGAINST the Discontinuation Resolution is in 
the best interests of the Shareholders as a whole. 
 
The Implementation Resolutions 
 
There are 11 Implementation Resolutions, each of which is conditional on the 
others BEING PASSED and the Discontinuation Resolution NOT BEING PASSED. 
 
The Implementation Resolutions are as follows: 
 
  * An ordinary resolution to approve the expansion of the Company's investment 
    policy. 
  * An ordinary resolution to approve the BACIT UK Amendments. 
  * An ordinary resolution to approve the LTIP. 
  * Two ordinary resolutions to appoint each of Nigel Keen and Ellen Strahlman 
    as directors of the Company with effect from the Implementation Date. 
  * An ordinary resolution to waive the obligation of Wellcome Trust to make a 
    mandatory offer for the Company's Ordinary Shares pursuant to Rule 9 of the 
    Takeover Code notwithstanding that it will own in excess of 30 per cent. of 
    the Company's issued Ordinary Shares as a result of the Proposals. 
  * A special resolution to change the Company's name to "Syncona Limited". 
  * A special resolution to amend the Articles: (a) to remove the requirement 
    to propose a discontinuation resolution at the annual general meeting in 
    2017 and at the annual general meeting held every five years thereafter; 
    and (b) to provide that the Company's investment policy can only be amended 
    by a special resolution of the Shareholders. 
  * An ordinary resolution to authorise the issue of 386,272,980 New Ordinary 
    Shares (representing 100 per cent. of the issued share capital of the 
    Company as at the latest practicable date prior to the date of this 
    announcement). 
  * An extraordinary resolution to allot and issue 386,272,980 New Ordinary 
    Shares (representing 100 per cent. of the issued share capital of the 
    Company as at the latest practicable date prior to the date of this 
    announcement) of the Company for cash on a non-preemptive basis in respect 
    of the issue of shares to Wellcome Trust and CRUK and to eligible new 
    investors under the Placing. 
 
The Board considers that a vote FOR each of the Implementation Resolutions is 
in the best interests of the Shareholders as a whole. 
 
Consequences of the failure to pass the Implementation Resolutions and the 
Discontinuation Resolution 
 
In the event that Shareholders pass neither the Implementation Resolutions nor 
the Discontinuation Resolution, there will be no immediate change to the 
structure or operations of the Company. The Company will continue to be 
required to propose a discontinuation resolution at the 2017 annual general 
meeting. 
 
                               Issue Statistics 
 
Total number of Ordinary Shares in issue prior to the Issue and Firm Placing... 
     386,138,785 
 
Total number of New Ordinary Shares to be issued under the Firm Placing....... 
     264,334,417 
 
Maximum number of New Ordinary Shares to be issued under the Issue 
...........    121,938,563 
 
Maximum number of Ordinary Shares in issue following the Issue 
.....................     772,411,765 
 
Maximum percentage of enlarged issued share capital represented by the New 
Ordinary Shares 
..................................................................................................... 
50.0% 
 
Offer Price 
.............................................................................................................. 
131.15 pence per New Ordinary Share 
 
Maximum gross proceeds of the Issue and Firm Placing receivable by the 
 
Company................................................................................................................ 
GBP506.6m 
 
Maximum net proceeds of the Issue and Firm Placing receivable by the 
Company     GBP500.0m 
 
Maximum market capitalisation of the Company at the Offer Price immediately 
following the Issue and Firm Placing 
....................................................................       GBP 
1,013.0m 
 
                              Expected timetable 
 
Record Date to participate in the Open Offer and Liquidity Facility                                                       5 p.m. on 24 November 
.................                                                                                                                          2016 
 
Publication of the Circular, Prospectus and Open Offer Application Form                                                        28 November 2016 
........... 
 
Ex entitlement date for the Open                                                                                          8 a.m. on 29 November 
Offer................................................................                                                                      2016 
 
Open Offer Entitlements enabled in CREST and credited to stock accounts of                                                     30 November 2016 
Qualifying CREST Shareholders in CREST 
...................................................... 
 
Recommended latest time for requesting withdrawal of Open Offer Entitlements                                                     4.30 p.m. on 8 
from CREST                                                                                                                        December 2016 
................................................................................... 
 
Latest time and date for depositing Open Offer Entitlements                                                                3 p.m. on 9 December 
into CREST                                                                                                                                 2016 
........................................................................................................... 
 
Latest time and date for return of completed Form of Proxy                                                               11 a.m. on 12 December 
                                                                                                                                           2016 
 

Latest time and date for splitting of Application Forms (to satisfy bona fide                                             3 p.m. on 12 December 
market claims only)                                                                                                                        2016 
.............................................................................................. 
 
Latest time and date for return of completed Deeds of Election or settlement of                                          11 a.m. on 13 December 
relevant CREST instruction to participate in the Liquidity Facility                                                                        2016 
.................... 
 
Extraordinary General Meeting                                                                                            11 a.m. on 14 December 
                                                                                                                                           2016 
 
Announcement of results of Extraordinary General Meeting                                                                       14 December 2016 
 
Placing closes                                                                                                           11 a.m. on 14 December 
.......................................................................................................                                    2016 
 
Latest time and date for receipt of completed Application Forms and payment in                                           11 a.m. on 14 December 
full under the Open Offer (and Excess Application Facility) or settlement of                                                               2016 
relevant CREST instruction (as 
appropriate).............................................................................. 
 
Announcement of the results of the Issue through a Regulatory Information                                                      15 December 2016 
Service 
................................................................................................................... 
 
Admission and commencement of dealings in the New Ordinary Shares .....                                                        19 December 2016 
 
Anticipated Implementation Date                                                                                                19 December 2016 
 
CREST Members' accounts credited in respect of New Ordinary Shares in                                                       as soon as possible 
uncertificated form                                                                                                          after 8 a.m. on 19 
................................................................................................                                  December 2016 
 
Despatch of definitive share certificates for New Ordinary Shares in                                                          Within 14 days of 
certificated form                                                                                                                     Admission 
........................................................................................................................ 
 
Expected date of settlement of proceeds from Ordinary Shares sold under the                                                  Week commencing 19 
Liquidity Facility, including despatch of cheques                                                                                 December 2016 
............................................... 
 
Each of the times and dates in the above timetable is subject to change. 
References to times are to London time unless otherwise stated. Temporary 
documents of title will not be issued. 
 
Fractions of New Ordinary Shares will not be issued and cash that otherwise 
would have been applied by the Company in paying up those fractions will be 
retained by the Company. 
 
The New Ordinary Shares can be held by Qualifying Shareholders either in 
certificated form (that is by holding a physical share certificate) or in 
uncertificated form through CREST. 
 
Issue of the New Ordinary Shares under the Firm Placing and Placing and Open 
Offer is conditional, amongst other things, on the listing of the New Ordinary 
Shares on the Official List of the UKLA and admission of the New Ordinary 
Shares to trading on the London Stock Exchange's main market for listed 
securities. The New Ordinary Shares will rank equally in all respects with the 
existing Ordinary Shares. 
 
A copy of the Prospectus and Circular will be submitted to the National Storage 
Mechanism and will shortly be available for inspection at: http:// 
www.Hemscott.com/nsm.do. Copies of the Prospectus will also be available on the 
Company's website at www.bacitltd.com/ and from the registered office of BACIT: 
Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL. 
 
 
For further information please contact: 
 
Northern Trust International Fund Administration Services (Guernsey) Limited 
Tel: [phone] 
 
J.P. Morgan Cazenove, Sole Sponsor, Global Coordinator and Bookrunner 
William Simmonds 
James Mitford 
Tel: [phone] 
 
Tulchan Communications 
Doug Campbell 
Siobhan Weaver 
Tel: [phone] 
 
Temple Bar Advisory 
Ed Orlebar 
Tel: [phone] 
 
 
Important Notices 
 
Neither this announcement nor any copy of it may be made or transmitted into 
the United States of America (including its territories or possessions, any 
state of the United States of America and the District of Columbia) (the 
"United States"), or distributed, directly or indirectly, in the United States. 
Neither this announcement nor any copy of it may be taken or transmitted 
directly or indirectly into Australia, Canada, Japan or South Africa or to any 
persons in any of those jurisdictions, except in compliance with applicable 
securities laws. Any failure to comply with this restriction may constitute a 
violation of United States, Australian, Canadian, Japanese or South African 
securities laws. The distribution of this announcement in other jurisdictions 
may be restricted by law and persons into whose possession this announcement 
comes should inform themselves about, and observe, any such restrictions. This 
announcement does not constitute or form part of any offer or invitation to 
sell or issue, or any solicitation of any offer to purchase or subscribe for 
securities in the United States, Australia, Canada, Japan or South Africa or in 
any jurisdiction to whom or in which such offer or solicitation is unlawful. 
 
The Company has not been and will not be registered under the US Investment 
Company Act of 1940, as amended. In addition, the New Ordinary Shares have not 
been and will not be registered under the US Securities Act of 1933, as amended 
(the "Securities Act") or with any securities regulatory authority of any state 
or other jurisdiction of the United States and, subject to certain exceptions, 
may not be offered, sold, pledged, or otherwise transferred, directly or 
indirectly, in or into the United States or to or for the account or benefit of 
US persons (as such terms are defined in Regulation S under the Securities Act 
("Regulation S")). There will be no public offer of the New Ordinary Shares in 
the United States. 
 
The securities to which this announcement relates have not been approved or 
disapproved by the US Securities and Exchange Commission, any state securities 
commission in the United States or any United States regulatory authority, nor 
have any of the foregoing authorities passed upon or endorsed the merits of the 
offering of the New Ordinary Shares or the accuracy of adequacy of this 
announcement. Any representation to the contrary is a criminal offence in the 
United States. 
 
The securities referred to herein have not been registered under the applicable 
securities laws of Australia, Canada, Japan or South Africa and, subject to 
certain exceptions, may not be offered or sold within Australia, Canada, Japan 
or South Africa or to any national, resident or citizen of Australia, Canada, 
Japan or South Africa. 
 
Marketing for the purposes of the Directive 2011/61/EU (the "AIFMD") by the 
Company and/or a third party on its behalf in relation to the Placing and Open 
Offer will only take place in an EEA Member State if the Company is 
appropriately registered or has otherwise complied with the requirements under 
AIFMD (as implemented in the relevant EEA Member State) necessary for such 
marketing to take place. 
 
Any purchase of ordinary shares in the Placing and Open Offer should be made 
solely on the basis of the information contained in the Prospectus, which will 
contain detailed information about the Company and its management. 
 
 
This announcement contains statements that are, or may be deemed to be, 
"forward-looking statements". These forward-looking statements may be 
identified by the use of forward-looking terminology, including the terms 
"believes", "continues", "estimates", "plans", "projects", "prepares", 
"anticipates", "expects", "intends", "aims", "may", "will" or "should" or, in 
each case, their negative or other variations or comparable terminology, or by 
discussions of strategy, plans, objectives, goals, future events or intentions. 
Forward-looking statements may and often do differ materially from actual 
results. The forward-looking statements reflect the Company's current view with 
respect to future events and are subject to risks relating to future events and 
other risks, uncertainties and assumptions relating to the Company's business, 
results of operations, financial position, liquidity, prospects, growth and 
strategies. The forward-looking statements speak only as of the date they are 
made and cannot be relied upon as a guide to future performance. 
 
The timetable for the implementation of the Proposals, including the date of 
admission of the New Ordinary Shares, may be influenced by a range of 
circumstances such as market conditions. There is no guarantee that the 

Proposals will be implemented and that admission will occur. Therefore, no 
investment decisions should be on the Company's intentions in relation to the 
Proposals at this stage. Acquiring the shares to which this announcement 
relates may expose an investor to a significant risk of losing all or part of 
the amount invested. Persons considering making such an investment should 
consult an authorised person specialising in advising on such investments and 
should ensure they fully understand and accept the risks which will be set out 
in the prospectus when published. This announcement does not constitute a 
recommendation concerning the Proposals. The value of shares and any income 
from them can decrease as well as increase. Past performance is not a guide to, 
and should not be relied upon as a guide to, future performance. Potential 
investors should consult a professional adviser as to the suitability of the 
Proposals for the person concerned. 
 
J.P. Morgan Cazenove is authorised by the Prudential Regulation Authority (the 
"PRA") and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan 
Cazenove is acting exclusively for the Company and no one else in connection 
with the Proposals, and will not regard any other person as their respective 
clients in relation to the Proposals and will not be responsible to anyone 
other than the Company for providing the protections afforded to their 
respective clients nor for providing advice in relation to the Proposals, the 
contents of this announcement or any transaction, arrangement or other matter 
referred to herein. 
 
___________ 
 
[1] This is an estimate only and not a profit forecast. There can be no 
assurance that this estimate will be met and it should not be taken as an 
indication of the Company's expected or actual future results. Potential 
investors should decide for themselves whether or not this estimation is 
reasonable or achievable in deciding whether to invest in the Company. 
 
 
 
END 
 

(END) Dow Jones Newswires

November 28, 2016 10:08 ET (15:08 GMT)