RNS Number : 0594G
Long Term Assets Limited
11 November 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, NEW ZEALAND, ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA "EEA" (OTHER THAN ANY MEMBER
STATE OF THE EEA WHERE SECURITIES MAY BE LAWFULLY MARKETED) OR ANY
OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS
MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.
This announcement is an advertisement and not a prospectus for
the purposes of the Prospectus Regulation Rules of the Financial
Conduct Authority or otherwise and is not an offer of securities
for sale in any jurisdiction. Please see the section entitled
"Important Notice" at the end of this announcement.
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. Investors should not
subscribe for or purchase any securities referred to in this
announcement except on the basis of information contained in the
prospectus (the "Prospectus") proposed to be published by Long Term
Assets Limited (the "Company") in connection with the admission
("Admission") of its shares (the "Shares") to trading on the
specialist fund segment of the main market of London Stock Exchange
plc (the "London Stock Exchange"). The Prospectus proposed to be
published by Long Term Assets Limited will, when published, be made
available for inspection on Long Term Assets Limited's website ,
subject to certain access restrictions, and will be made available
for viewing at the National Storage Mechanism at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
PRESS RELEASE - FOR IMMEDIATE RELEASE
Long Term Assets set to seek admission to trading on the London
Stock Exchange
11 November 2022
Long Term Assets Limited ("Long Term Assets" or "LTA"), a
Guernsey investment company, today announces its intention to admit
its shares to trading ("ITF") on the Specialist Fund Segment of the
Main Market of the London Stock Exchange. LTA will then launch a
12-month placing programme, aimed in particular at UK pension funds
and other long-term savers.
Long Term Assets aims to generate income and capital growth over
the long term by investing in a diversified, global portfolio of
assets, consisting primarily of infrastructure, sustainable
resources, private equity, real estate private debt and other
private market investments.
Long Term Assets intends to launch on the Specialist Funds
Segment of the London Stock Exchange. LTA aspires to be a
"best-in-class" private assets vehicle, targeting a low 0.55% per
annum management fee; typically a 7 to 8% p.a. hurdle rate of
return (depending on the asset class) before performance fees kick
in; a significant degree of inflation protection by allocating to
inflation-correlated assets; and an ultra-long-term investment
horizon. It has been designed to be particularly attractive to
pension funds, and can provide them with a vehicle into which to
inject their illiquid assets in exchange for publicly traded
shares, subject to applicable legal and regulatory
requirements.
LTA has a core focus on being compliant with and aligned to the
Climate Group's NetPositive operational principles, and Positive
Impact investing is fundamental to LTA's investment process, with
initial assets expected to include:
-- major renewable energy infrastructure investments (in the
form of Atlantic SuperConnection);
-- Swiss medical rehabilitation and hotel (Evolène Santé, Grand
Hotel Kurhaus) and health destinations (Arolla),
-- a leading UK fibre optic and telecoms installation, operation
and maintenance firm (Telent);
-- supply chain counterparty compliance (REG);
-- sustainable forestry; and
-- design and manufacture of cell and gene therapy viral vectors (ViroCell).
The portfolio of Positive Impact investments comprises
disruptive companies, sustainable business models and high growth
sectors that are central to the 'new economy'. Disruptive Capital
considers that downside resilience in the portfolio comes from
Swiss real estate and the established market position of
Telent.
The majority independent LTA board is chaired by Michelle
McGregor-Smith, the former Chief Executive and Chief Investment
Officer of the GBP27bn British Airways Pension Scheme.
Mrs McGregor-Smith commented:
"Across its strategies for post-Covid recovery, post-Brexit
"levelling up" and Net Zero, vast investment sits at the heart of
this Government's vision for a British renaissance. Long Term
Assets stands at the ready to help address the shortfall in capital
required to realise Government's ambition to pool billions into a
new generation of world-leading British infrastructure and
businesses."
LTA's investment advisory team comprise world-class experts with
decades of experience and success in private markets and in
pensions, led by Edmund "Edi" Truell through Disruptive Capital GP
Limited, the portfolio manager ("Disruptive Capital"). A long-term
private assets investor, Edi, through the funds he has managed, has
over 30 years invested in and built up a significant number of
successful companies, including Pension Insurance Corporation,
Getty Images, Imagine (now Future plc), Wickes and Paragon
Healthcare.
The Alternative Investments Fund Manager proposed to be
appointed,[1] MJ Hudson, has years of experience managing private
asset vehicles. Prof. Oliver Gottschalg is joining Disruptive
Capital's Strategic Advisory Committee. Oliver is renowned for his
work at PERACS, part of MJ Hudson, analysing private fund managers'
performance.
The initial Long Term Assets portfolio is made up of a
diversified range of assets, recently valued in the region of
GBP160 million, comprising a complete selection of the Disruptive
Capital's family office private asset portfolio. Disruptive Capital
has undertaken to give Long Term Assets priority access to its
pipeline of future investment opportunities.
It is anticipated that LTA will scale rapidly through an ongoing
placement programme, targeting pension funds and other longer-term
investors. Disruptive Capital anticipates considerable market
demand from investors hitherto constrained from investing in a
diversified portfolio of private asset classes opting for a
tailored, liquid, long-term vehicle including many pension
funds.
Long Term Assets has the additional flexibility to accept a wide
range of private markets assets as in specie subscriptions, in
exchange for its publicly traded shares or shares which can be
converted into publicly traded shares. This may be attractive to
pension funds looking for solutions to improve the liquidity of
their assets, following the recent turmoil in the LDI and gilts
markets.
To the extent that such assets do not meet LTA's demanding
investment and ESG criteria, they can be held via realisation C
shares.
As well as the advantages of good governance, transparency and
shares that are transferable on the London Stock Exchange, Long
Term Assets will have discount control mechanisms, including the
power to buy in shares if they are trading below the prevailing Net
Asset Value.
LTA considers that its admission to trading will support the UK
government's ambition to widen access to private markets and their
associated benefits whilst also unlocking new investment to "build
back better".
Any shares in LTA will only be issued pursuant to a placing of
such shares by LTA directly or through the placing agent and
bookrunner, Shore Capital. There will be no initial public offer
for the shares of LTA in any jurisdiction. Details of the proposed
admission of LTA shares, together with any proposed issue of shares
pursuant to any initial placing or under the placing programme will
be set out in full in a prospectus that LTA expects to publish in
due course.
-S-
For further information and media enquiries, please contact:
LTA Investor Relations: EQ
James Culverhouse
T: +44 20 7223 1100 / +44 7912 508 322
E: james.culverhouse@eqcorp.co
Disruptive Capital
Edi Truell
T: +41 79 953 8396
E: truell@disruptivecapital.com
Notes to The Editor :
Positive Impact
LTA is currently indirectly c. 17% owned by the Truell
Conservation Foundation, a UK registered charity founded by Edi
Truell and the late Danny Truell, then CIO of Wellcome Trust, which
endeavours to make money for charity by being good investors. See
more via: http://www.truellconservationfoundation.com .
Whether safeguarding people's pensions; bringing 1.8GW of
affordable green energy to the UK from Iceland; or facilitating
cell and gene therapy trials, the Truell Conservation Foundation
has a strong preference for investments that deliver not only
strong financial returns, but also material societal and
environmental good.
Government support :
Long Term Assets considers that its admission to trading
additionally supports the UK government' ambition to widen access
to private markets and their associated benefits while also
unlocking new investment to "build back better". On 4(th) August
2021, Boris Johnson and Rishi Sunak issued a statement:
"Challenging UK institutional investors to consider investing a
greater proportion of their capital in long-term UK assets - from
pioneering firms to infrastructure - enabling pensions savers to
access better returns and support an innovative, greener future for
the UK." On 6(th) October 2022, the Government announced a
consultation on broadening investment opportunities of defined
contribution pension schemes[2] and in that context, noted as
follows: "Enabling our occupational schemes to take advantage of
long-term illiquid investment is one of this government's key
priorities. With more members enrolling in defined contribution
(DC) schemes...its right that trustees and managers now consider
investing in a broader range of assets as part of a diversified
portfolio. This includes in start-up companies, renewable
projects and infrastructure that can offer potentially greater
returns for pension savers building towards retirement and can have
the added benefits of improving the UK economy and society...
The role which illiquid assets could play in improving pension
outcomes for members should not be overlooked."
Important Notices
This is a financial promotion and is not intended to be
investment advice. The content of this announcement, which has been
prepared by and is the sole responsibility of the Company, has been
approved by Shore Capital Stockbrokers Limited ("Shore Capital")
solely for the purposes of section 21(2)(b) of the Financial
Services and Markets Act 2000 ("FSMA").
Investors could lose all or part of their investment. The value
of the Shares (which may be ordinary shares, C shares or zero
dividend preference shares) 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 should not be considered a
reliable indicator of future results. Returns may increase or
decrease as a result of currency fluctuations.
The merits or suitability of any securities must be
independently determined by each investor on the basis of its own
investigation and evaluation of the Company. Any such determination
should involve, among other things, an assessment of the legal,
tax, accounting, regulatory, financial, credit and other related
aspects of the securities.
This announcement does not constitute or form a part of any
offer to sell or issue, or any solicitation of an offer to
purchase, subscribe for or otherwise acquire, any securities by any
US Persons (as defined below) or in the United States or any
jurisdiction. 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 contained in this announcement is for background
purposes only and does not purport to be full or complete and may
not be used in making any investment decision. This announcement
does not contain sufficient information to support an investment
decision and investors should ensure that they obtain all available
relevant information before making any investment. This
announcement does not constitute and may not be construed as any
offer to sell or issue, or any solicitation of an offer to
purchase, subscribe for or otherwise acquire, investments of any
description, nor as a recommendation regarding the possible
offering or the provision of investment advice by any party. No
information in this announcement should be construed as providing
financial, investment or other professional advice and each
prospective investor should consult its own legal, business, tax
and other advisers in evaluating the investment opportunity. No
reliance may be placed by any person for any purposes whatsoever on
this announcement, or its accuracy, fairness or completeness.
Past performance of similar instruments is not a reliable
indicator of future results of the Company.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
YOUR CAPITAL IS AT RISK. THE VALUE OF YOUR INVESTMENT CAN GO
DOWN AS WELL AS UP, SO YOU COULD GET BACK LESS THAN YOU
INVESTED.
The information in this announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "aspire", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur.
The information and opinions contained in this announcement are
provided as at the date of this announcement and are subject to
change and no representation or warranty, express or implied, is or
will be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company or Disruptive
Capital GP Limited ("Disruptive Capital") or any of their
respective affiliates or by any of their respective officers,
employees or agents in relation to it. Each of the Company, the
Disruptive Capital, Shore Capital, their respective affiliates and
their and their affiliates' respective directors, officers,
employees, advisors and agents expressly disclaim any obligation or
undertaking to update, review or revise any forward looking
statement contained in this announcement whether as a result of new
information, future developments or otherwise, and none of them
accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, in relation to the
truth, fairness, reasonableness, adequacy, accuracy or completeness
of the information, statements or opinions, whichever their source,
contained in this announcement (or whether any information has been
omitted from the announcement) or any oral information provided in
connection herewith, or any data it generates and accepts no
responsibility, obligation or liability (whether direct or
indirect, in contract or otherwise) in relation to any of such
information.
Each of the Company, Disruptive Capital, Shore Capital, their
respective affiliates and their and their affiliates' respective
directors, officers, employees, advisors and agents expressly
disclaim any and all liability which may be based on this
announcement and any errors therein or omissions therefrom.
Shore Capital is authorised and regulated in the United Kingdom
by the Financial Conduct Authority.
Shore Capital is acting exclusively for the Company in
connection with the matters referred to in this announcement and
will not be responsible to any other person for providing the
protections afforded to customers of any of Shore Capital or
advising any other person in connection with the matters referred
to in this announcement.
Disruptive Capital GP Limited is licensed by the Guernsey
Financial Services Commission (the "Guernsey Commission") under the
Protection of Investors (Bailiwick of Guernsey) Law, 2020 (the "POI
Law").
The Company is a registered closed- ended investment scheme
registered pursuant to the POI Law and the Registered Collective
Investment Scheme Rules and Guidance, 2021, issued by the Guernsey
Commission. The Guernsey Commission, in granting registration, has
not reviewed this document. The Guernsey Commission takes no
responsibility for the financial soundness of the Company or for
the correctness of any of the statements made or opinions expressed
with regard to it.
The date of Admission may be influenced by things such as market
conditions. There is no guarantee that Admission will occur and you
should not base your financial decisions on the Company's
intentions in relation to Admission at this stage. Acquiring
investments to which this announcement relates may expose an
investor to a significant risk of losing the entire amount
invested. Persons considering making such investments should
consult an authorised person specialising in advising on such
investments. This announcement does not constitute a recommendation
concerning the offering of shares in the Company. Potential
investors should consult a professional advisor as to the
suitability of the acquiring shares in the Company for the person
concerned.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this announcement. The information
contained in this announcement will not be updated. The target
gross proceeds is a target only and should not be taken as an
indication of the gross proceeds which will be raised.
Any subscription for shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions.
Persons distributing this announcement must satisfy themselves that
it is lawful to do so. The Company assumes no responsibility in the
event that there is a violation by any person of such
restrictions.
Neither this announcement nor any part or copy of it may be
taken or transmitted into the United States, Australia, Canada, New
Zealand, the Republic of South Africa, Japan or any member state of
the EEA (other than any member state of the EEA where the
securities may be lawfully marketed), or distributed directly or
indirectly to US Persons (as defined below) or in the United
States, Australia, Canada, South Africa or Japan or any member
state of the EEA (other than any member state of the EEA where the
securities may be lawfully marketed). Any failure to comply with
this restriction may constitute a violation of applicable law. This
announcement does not constitute an offer of securities to the
public in the United States, Australia, Canada, South Africa,
Japan, any member state of the EEA or in any other jurisdiction.
Persons into whose possession this announcement comes should
observe all relevant restrictions. There will be no public offer of
the shares in the United States, Australia, Canada, South
Africa,
Japan, any member state of the EEA or any other
jurisdiction.
The Company has not been and will not be registered under the
United States Investment Company Act of 1940, as amended (the
"Investment Company Act") and as such investors are not and will
not be entitled to the benefits of the Investment Company Act. The
Shares have not been and will not be registered under the United
States 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 may not be offered, sold,
resold, pledged, delivered, assigned or otherwise transferred,
directly or indirectly, into or within the United States or to, or
for the account or benefit of, any "U.S. persons" as defined in
Regulation S under the Securities Act ("US Persons"), except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States and in a manner which would
not require the Company to register under the Investment Company
Act. Offers and sales of the shares are being made only outside the
United States in "offshore transactions" to non-US Persons pursuant
to Regulation S under the Securities Act. There has been and will
be no public offering of the Company's securities in the United
States.
Neither the United States Securities and Exchange Commission
(the "SEC") nor any securities commission of any state or other
jurisdiction of the United States has approved or disapproved this
announcement or the issue of the shares or passed upon or endorsed
the merits of the offering of the Shares or the adequacy or
accuracy of this announcement. Any representation to the contrary
is a criminal offence in the United States.
The Shares may not be acquired by: (i) investors using assets
of: (A) an "employee benefit plan" as defined in Section 3(3) of
the United States Employee Retirement Income Security Act of 1974,
as amended ("ERISA") that is subject to Title I of ERISA; (B) a
"plan" as defined in Section 4975 of the United States Internal
Revenue Code of 1986, as amended (the "U.S. Tax Code"), including
an individual retirement account or other arrangement that is
subject to Section 4975 of the U.S. Tax Code; or (C) an entity
whose underlying assets are considered to include "plan assets "by
reason of investment by an "employee benefit plan" or "plan"
described in preceding clause (A) or (B) in such entity pursuant to
the U.S. Plan Assets Regulations; or (ii) a governmental, church,
non-U.S. or other employee benefit plan that is subject to any
federal, state, local or non-U.S. law that is substantially similar
to the provisions of Title I of ERISA or Section 4975 of the U.S.
Tax Code (collectively, "Benefit Plan Investors") unless its
purchase, holding, and disposition of the Shares will not
constitute or result in a non-exempt violation of any such
substantially similar law.
In addition, the Shares are subject to restrictions on
transferability and resale in certain jurisdictions and may not be
transferred or resold except as permitted under applicable
securities laws and regulations and under the articles of
incorporation of the Company. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdictions.
Any issue of Shares in the Company is not being made available
to any investor domiciled in any EEA Member State unless: (i) the
Company's alternative investment fund manager (the "AIFM") has
confirmed that it has made the relevant notifications or
applications in that EEA Member State and is lawfully able to
market shares into that EEA Member State; or (ii) such investors
have received any materials in connection with the offering of
Shares on the basis of an enquiry made on the investor's own
initiative.
The AIFM will make available in due course a Key Information
Document for each class of Shares proposed to be admitted to
trading as required under the Packaged Retail and Insurance-based
Investment Products Regulation (EU) No 1286/2014.
[1] Subject to contract
[2]
https://www.gov.uk/government/consultations/broadening-the-investment-opportunities-of-defined-contribution-pension-schemes/consultation-broadening-the-investment-opportunities-of-defined-contribution-pension-schemes
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(END) Dow Jones Newswires
November 11, 2022 02:00 ET (07:00 GMT)