Bluefield Solar Income Fund Limited Placing of Ordinary Shares (3435F)

TIDMBSIF

RNS Number : 3435F

Bluefield Solar Income Fund Limited

16 November 2020

THIS ANNOUNCEMENT (INCLUDING THE APPIX) IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO ANY US PERSON (AS DEFINED IN REGULATION S ("REGULATION S") UNDER THE U.S. SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")) OR IN OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT (INCLUDING THE APPIX).

THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR TO US PERSONS.

The information contained within this announcement is deemed by Bluefield Solar Income Fund Limited to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

16 November 2020

Bluefield Solar Income Fund Limited

(the "Company")

Placing to raise up to approximately GBP45 million

The Company is pleased to announce a proposed placing of new ordinary shares of no par value in the capital of the Company ("Ordinary Shares") (the "Placing Shares") (the "Placing") at a price of 124 pence per Placing Share (the "Placing Price"), with the intention of raising a target of approximately GBP45 million to repay the drawn revolving credit facility. Numis Securities Ltd ("Numis"), the Company's corporate broker, is acting as placing agent to the Company in respect of the Placing. The Placing is not being underwritten.

Background to the Placing

The Company currently holds an operational portfolio of 105PV plants (consisting of 64 large-scale sites, 39 microsites and 2 rooftop sites) with a total capacity of 543 MegaWatt peak ("MWp"). The portfolio displays strong diversity through geographical variety, a range of proven PV technologies and infrastructure (arising from the solar PV farms having been constructed by a number of experienced solar contractors) and a blend of asset sizes with capacities ranging from micro-sites to substantial utility-scale solar farms (including two plants at c.50MWp).The Company has recently successfully completed a material acquisition of a UK-based portfolio of 15 plants with a total installed capacity of 64.2MWp for an initial cash consideration of GBP106.6 million (including working capital) with deferred consideration of up to GBP2.1 million, contingent on securing asset life extensions. This transaction was financed through increased debt facilities and resulted in the total outstanding debt of the Company and its group (the "Group") increasing to GBP328.2 million which includes GBP44.1m drawn on a revolving credit facility. This figure represents 43.1% of gross asset value ("GAV") which is in line with the board of directors of the Company's target long term leverage of 40-50% of GAV. As a consequence, in order not to exceed the target leverage, any future material acquisitions would require the Company to issue further equity to either finance acquisitions directly or to reduce debt to provide the capacity and flexibility for future acquisitions.

In keeping with the objective of the Company's investment adviser, Bluefield Partners LLP (the "Investment Adviser"), to deliver value and return accretive acquisition opportunities to the Company, the Investment Adviser continues to evaluate a significant number of acquisition opportunities, which includes both subsidised portfolios as well as a small number of ready to build subsidy free assets

Details of the Placing

The Placing Shares issued pursuant to the Placing will be issued at the Placing Price, being 124 pence each. The Placing Price represents a premium of approximately 8.3 per cent. to the last published unaudited net asset value as at 30 September 2020 (after deducting the FY20/21 fourth interim dividend paid on 28 October 2020) and a discount of approximately 7.1 per cent. to the closing share price on 13 November 2020.

The size of the Placing will be determined at the absolute discretion of the Company and Numis. The maximum number of Placing Shares available under the Placing is 36,500,000, representing approximately 9.9 per cent. of the current issued share capital of the Company. The maximum number of Placing Shares available to be issued should not be taken as an indication of the actual number of Placing Shares that will be issued, which will be determined at the close of the Placing, expected to be on 19 November 2020.

The Placing is available to Qualified Investors (as defined in the Terms and Conditions appended to this Announcement), who are invited to apply for Placing Shares through Numis on the contact details below.

Whilst the Placing will be non-pre-emptive, in making its allocation decision, Numis (in consultation with the Company and the Investment Adviser) will take into account applications for Placing Shares from existing shareholders with a view to giving these priority over other investors, where applicable, and allocating to existing shareholders such number of Placing Shares to enable them to retain their existing percentage holding of Ordinary Shares in the issued share capital Company following the issue of Placing Shares. However, allocation of the Placing Shares remains at the absolute discretion of Numis (in consultation with the Company and the Investment Adviser), and existing shareholders will not be entitled to any minimum allocation of Placing Shares and there can be no guarantee that existing shareholders who apply for Placing Shares in the Placing will receive all or any of the Placing Shares for which they apply because the allocation of Placing Shares shall be determined by Numis (in consultation with the Company and the Investment Adviser) in its absolute discretion and Numis may scale down any Placing Share commitments for this purpose on such basis as it may determine.

The expected timetable for the Placing is as follows:

 
                                                              2020 
                                         ------------------------- 
 Placing opens                                         16 November 
---------------------------------------  ------------------------- 
 Placing closes                           5.00 p.m. on 19 November 
---------------------------------------  ------------------------- 
 Results of Placing announced and trade                20 November 
  date 
---------------------------------------  ------------------------- 
 Admission of Placing Shares                           24 November 
---------------------------------------  ------------------------- 
 

All times and dates are subject to amendment. In particular, the Company and Numis reserve the right to close the Placing at any time. The results of the Placing will be announced shortly thereafter.

Following the Placing, application will be made for the Placing Shares to be admitted to listing on the premium segment of the Official List of the Financial Conduct Authority and to be admitted to trading on the premium segment of the main market for listed securities of London Stock Exchange plc (together, "Admission"). Settlement for the Placing Shares and Admission is expected to take place on or before 8.00 a.m. on 24 November 2020. The Placing is conditional, among other things, upon Admission becoming effective and the placing agreement dated 16 November 2020 between the Company, the Investment Adviser and Numis not being terminated prior to Admission.

All Placing Shares issued pursuant to the Placing will, when issued and fully paid, confer the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.

For further information:

 
 Bluefield Partners LLP (Investment Adviser)                 Tel: [phone] 
  James Armstrong / Neil Wood / Giovanni Terranova                www.bluefieldllp.com 
 Numis Securities Limited (Broker)                           Tel: [phone] 
  Tod Davis / David Benda                                                www.numis.com 
 Ocorian (Company Secretary & Administrator)                 Tel: [phone] 
  Kevin Smith                                                          www.ocorian.com 
 Media enquiries: 
  Buchanan (PR Adviser)                                      Tel: [phone] 
  Henry Harrison-Topham / Henry Wilson / Charlotte Slater          www.buchanan.uk.com 
                                                                  [e-mail] 
 

Notes to Editors

About Bluefield Solar Income Fund Limited

Bluefield Solar Income Fund Limited is a UK income fund focused primarily on acquiring and managing UK-based solar projects to generate renewable energy for periods of typically 25 years or longer. Not less than 75% of the fund's gross assets will be invested into UK solar assets. The fund can also invest up to 25% of its gross assets into onshore wind, hydro and storage technologies. Its primary objective is to deliver to its shareholders stable, long-term sterling income via quarterly dividends. The majority of the fund and its group's revenue streams are regulated and non-correlated to the UK energy market. The fund owns and operates one of the UK's largest diversified portfolios of solar assets with a combined installed power capacity in excess of 543 Megawatt peak (MWp).

Further information can be viewed at www.bluefieldsif.com

About Bluefield Partners LLP

Bluefield Partners LLP was established in 2009 and is an investment adviser to companies and funds investing in renewable energy infrastructure. It has a proven record in the selection, acquisition and supervision of large-scale energy assets in the UK and Europe. The team has been involved in over GBP1.9 billion renewable funds and/or transactions in both the UK and Europe since 2008, including over GBP1.2 billion in the UK since December 2011.

Bluefield Partners LLP has led the acquisitions of, and currently advises on, over 100 UK based solar PV assets that are agriculturally, commercially or industrially situated. Based in its London office, it is supported by a dedicated and highly experienced team of investment, legal and portfolio executives. Bluefield Partners LLP was appointed as investment adviser to Bluefield Solar Income Fund Limited in June 2013.

APPIX

TERMS DEFINED IN THE ANNOUNCEMENT OF WHICH THIS APPIX FORMS PART SHALL BEAR THE SAME MEANINGS IN THIS APPIX, INCLUDING THE TERMS AND CONDITIONS HEREIN, UNLESS THE CONTEXT OTHERWISE REQUIRES.

The information contained within this announcement is deemed by Bluefield Solar Income Fund Limited (the "Company") to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of the Company is Bluefield Partners LLP (the "investment adviser")].

The contents of this announcement have been prepared and issued by and are the sole responsibility of the Company.

The information in this announcement may not be reproduced, redistributed, published, passed on or forwarded, directly or indirectly, to any other person or published, in whole or in part, in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of applicable securities laws and regulations of other jurisdictions.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC IN THE UNITED KINGDOM ("UK") OR ELSEWHERE ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS OF THE PLACING SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT (A) QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)2017/1129 (THE "PROSPECTUS REGULATION") and to whom this announcement may legally be made pursuant to national implementing legislation in any relevant european economic area ("EEA") state implementing the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (the "AIFM DIRECTIVE") ("QUALIFIED INVESTORS"); (B) IN THE UK, QUALIFIED INVESTORS WHO ARE PERSONS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); OR (II) FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS or partnerships or trustees of high value trusts ") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND (IV) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FINANCIAL CONDUCT AUTHORITY'S (THE "FCA") CONDUCT OF BUSINESS SOURCEBOOK; OR (C) OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THIS APPIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE A RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL ADVISER FOR ADVICE.

PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. NEITHER THIS APPIX NOR THE ANNOUNCEMENT OF WHICH IT FORMS PART CONSTITUTES AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS DIRECTED ONLY AT, AND THE PLACING SHARES ARE ONLY BEING OFFERED OR SOLD TO, PERSONS IN THE EEA WHO ARE BOTH (I) "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION, WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY A COMPETENT AUTHORITY IN THE EEA OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES AND (II) PERSONS TO WHOM THIS ANNOUNCEMENT MAY LEGALLY BE MADE AND/OR THE ORDINARY SHARES MAY BE LAWFULLY MARKETED PURSUANT TO IMPLEMENTING LEGISLATION IN ANY RELEVANT EEA STATE IMPLEMENTING THE AIFM DIRECTIVE OR THE APPLICABLE IMPLEMENTING LEGISLATION (IF ANY) OF THE MEMBER STATE OF THE EEA IN WHICH SUCH PERSON IS DOMICILED OR IN WHICH SUCH PERSON HAS A REGISTERED OFFICE.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.

This announcement (including this appendix) has been issued by, and is the sole responsibility of, the Company. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any member of the Company's group, the investment adviser, or numis securities limited (the "placing agent" or "Numis") or any of their respective directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors, omissions or misstatements, negligence or otherwise in this announcement.

Persons (including individuals, funds or otherwise) who are invited to and who choose to participate in the Placing by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that:

(a) it is a Relevant Person (as defined above) and is permitted in accordance with applicable laws, to receive this Announcement and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

(b) if it is in the EEA, it is a Qualified Investor, any shares acquired by it in the Placing have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the Placing Shares been acquired with a view to their resale in the EEA to persons where this would result in a requirement for publication by the Company, the Investment Adviser or Numis or any other person of a prospectus pursuant to Article 3 of the Prospectus Regulation;

(c) it is outside the United States, is not a US Person (within the meaning Regulation S of the Securities Act), is subscribing for Placing Shares in an "offshore transaction" (within the meaning of Regulation S) and is subscribing for the Placing Shares for its own account or is subscribing for the Placing Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is outside the United States and is not a US Person or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-US beneficial owners (other than an estate or trust), in reliance upon Regulation S; and

(d) it has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Appendix and it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix.

The Company and Numis will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

Neither this Announcement (including this Appendix), nor any copy of it, may be taken, transmitted, published or distributed, directly or indirectly, in or into the United States, its territories or possessions, or to any US person or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction.

This Announcement (including this Appendix) is for information only and does not constitute an offer or invitation to offer to sell or issue, or the solicitation of an offer to buy, underwrite, subscribe for or otherwise acquire or dispose of any securities, or investment advice in any jurisdiction, including without limitation, the United States, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such offer or invitation is not authorised or is unlawful (the "Restricted Jurisdictions").

The distribution of this Announcement and the offering and sale of participation rights or other securities in certain jurisdictions may be restricted by law and therefore persons into whose possession this Announcement comes should inform themselves and observe any applicable restrictions. This Announcement is not for transmission to, publication or distribution or release, directly or indirectly, in any Restricted Jurisdiction or to any national, resident or citizen of such jurisdiction. Any failure to comply with these restrictions may constitute a violation of securities laws of any Restricted Jurisdictions. No public offer of securities of the Company is being made in the United Kingdom, United States or elsewhere.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") and, as such, holders of the Company's securities will not be entitled to the benefits of the Investment Company Act. The securities of the Company have not been and will not be registered under the Securities Act or under any applicable securities laws of any state or other jurisdiction of the United States or with any securities regulatory authority of any State or other jurisdiction of the United States. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement (including this Appendix). Any representation to the contrary is a criminal offence in the United States. Persons receiving this Announcement (including this Appendix) (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or to US Persons or use the United States mails, directly or indirectly, in connection with the Placing.

Subject to certain exceptions, none of the securities of the Company may be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There has been, and will be, no public offer of the securities of the Company in the United States. The Placing Shares are only being offered and sold outside the United States to persons who are not US Persons in reliance on Regulation S. Distribution of this Announcement is prohibited in the United States. You are required to inform yourself of, and comply with, all such restrictions or prohibitions and none of the Company, the Investment Adviser, Numis or any of their affiliates or any other person accepts liability to any person in relation thereto.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is available) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or Republic of South Africa or any other jurisdiction outside the United Kingdom.

Numis, which is authorised and regulated by the FCA, is acting exclusively for the Company in connection with the Placing and for no one else, will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing or any other matter referred to in this Announcement (including this Appendix). Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by the Financial Services and Markets Act 2000 (as amended) (the "FSMA") or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Numis disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this Announcement.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part to a jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.

The distribution of this Announcement (including the Appendix), and the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken or will be taken by the Company, Numis or any of their respective Affiliates (as defined below), that would, or is intended to, permit an offer of the Placing Shares or possession or distribution of this Announcement (including this Appendix) or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement (including this Appendix) comes are required by the Company and Numis to inform themselves about and to observe any such restrictions.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures, in the UK being the FCA's Product Intervention and Governance Sourcebook (PROD) (together the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii)eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, it is expected that the Placing Shares and the Ordinary Shares will only be marketed with respect to retail investors to professionally-advised and financially sophisticated non-advised retail investors.

Notwithstanding the Target Market Assessment, Distributors should note that: the price of Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing 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 Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis will only contact prospective placees for participation in the Placing who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Details of the Placing Agreement and the Placing Shares

Numis has entered into a placing agreement in relation to the Placing with the Company and the Investment Adviser (the "Placing Agreement") under which Numis has, on the terms and subject to the conditions set out therein, undertaken, as agent for the Company, to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price.

The Placing Agreement contains customary warranties given by the Company and the Investment Adviser to Numis as to matters relating to the Company and its business and a customary indemnity given by the Company and the Investment Adviser to Numis in respect of liabilities arising out of, or in connection with, the Placing.

Numis (after consultation with the Company and the Investment Adviser) reserve the right to scale back the number of Placing Shares to be subscribed by any Placee. The Company and Numis also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offer in part rather than in whole. Numis shall be entitled to effect the Placing by such method as it shall in its sole discretion determine. To the fullest extent permissible by law, Numis nor any holding company of Numis nor any subsidiary branch or affiliate of Numis (each an "affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to the Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, Numis, nor any affiliate thereof nor any person acting on its behalf shall have any liability to Placees in respect of their conduct of the Placing.

Each Placee's obligations will be owed to the Company and to Numis.

The Placing Shares will, when issued, be subject to the Company's Memorandum and Articles of Incorporation and be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of no par value in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of such Ordinary Shares after the date of issue of the Placing Shares.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for listing and admission to trading

Application will be made to the FCA for admission of the Placing Shares to listing on the premium segment of the Official List of the FCA (the "Official List") and to London Stock Exchange plc for admission of the Placing Shares to trading on the premium segment of the main market for listed securities of London Stock Exchange plc (the "Main Market") (together, "Admission"). It is expected that Admission will become effective on or around 24 November 2020 and that dealings in the Placing Shares on the Main Market will commence on that date.

Bookbuild

Numis will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of and the mechanics of participation in the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares

Participation in and principal terms of the Placing

   1.         Numis is arranging the Placing as sole bookrunner and placing agent to the Company. 

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Numis and any of its holding companies, subsidiaries, branches or affiliates (each an "Affiliate") are entitled to enter bids in the Bookbuild pursuant to their liquidity provision/market making activities.

3. By participating in the Bookbuild process and the Placing, Placees will be deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be participating and making an offer for Placing Shares on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgments, agreements and undertakings contained in this Appendix.

4. The Placing Shares are being offered at a fixed price of 124 pence per Placing Share (the "Placing Price"). The number of Placing Shares to be issued will be agreed between Numis and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

5. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at Numis. Each bid should state the number of Placing Shares that the prospective Placee wishes to subscribe for. Bids may be scaled down by Numis on the basis referred to in paragraph 9 below.

6. The Bookbuild is expected to close no later than 5.00 p.m. (London time) on 19 November 2020 but may be closed earlier or later at the discretion of Numis. Numis may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

7. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with Numis's consent, will not be capable of variation or revocation after the time at which it is submitted.

8. Each Placee's allocation will be confirmed to Placees orally by Numis following the close of the Bookbuild, and a trade confirmation will be dispatched as soon as practicable thereafter by Numis and the terms of this Appendix will be deemed incorporated by reference therein. Numis's oral confirmation to a Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of Numis and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's Memorandum and Articles of Incorporation. Each Placee will also have an immediate, separate, irrevocable and binding obligation owed to Numis to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe. The Company shall allot such Placing Shares to each Placee following each Placee's payment to Numis (or as it may direct) of such amount.

9. Subject to paragraphs 5 and 6 above, Numis may choose to accept bids, either in whole or in part, on the basis of allocations determined in consultation with the Company and the Investment Adviser and may scale down any bids for this purpose on such basis as Numis may determine. Numis may also, notwithstanding paragraphs 5 and 6 above, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time, and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

10. Except as required by law or regulation, no press release or other announcement will be made by Numis or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

11. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

12. All obligations under the Bookbuild and Placing, including all obligations of Numis under the Placing, will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

13. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

14. Subject to the terms of the Placing Agreement, Numis shall be entitled to effect the Bookbuild and the Placing by such method as it shall in its sole discretion determine. To the fullest extent permissible by law, neither Numis nor any of its Affiliates, nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Numis, nor any of its Affiliates nor any person acting on behalf of any of the foregoing shall have any liability to Placees in respect of Numis's conduct of the Bookbuild or of such alternative method of effecting the Placing as Numis and the Company may agree.

Conditions of the Placing [1]

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Numis's obligations under the Placing Agreement are conditional on, inter alia:

a) compliance with certain publication of announcement obligations (including with respect to this Announcement);

b) each of the Company and the Investment Adviser having complied with and performed their respective obligations under the Placing Agreement so far as the same fall to be performed before Admission (including, without limitation, delivery of the documents referred to and in accordance with the Placing Agreement);

c) there not having occurred or arisen before Admission any material new factor, mistake or inaccuracy relating to the information included this Announcement (including this Appendix); and

d) Admission occurring not later than 8.00 a.m. on 24 November 2020 (or such later date and time as may be agreed between the Company, the Investment Adviser and Numis, not being later than 1 December 2020),

(all the conditions to the obligations of Numis included in the Placing Agreement being together the "conditions").

If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by Numis by the respective time or date where specified (or such later time or date as Numis may agree), (ii) any such conditions become incapable of being fulfilled (and is not waived) or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee (or any person on whose behalf the Placee is acting) agrees that no claim can be made by the Placee in respect thereof.

Numis may, at its absolute discretion and upon such terms as it thinks fit, waive compliance by the Company or the Investment Adviser with the whole or any part of any of their respective obligations in relation to certain of the conditions in the Placing Agreement (save that, inter alia, the condition relating to Admission taking place may not be waived) or extend in writing the time required for the fulfilment of any such conditions in respect of all or any part of the performance thereof (save that the time for satisfaction of the condition relating to Admission shall not be extended beyond 8.00 a.m. on 1 December 2020). Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).

Neither Numis nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision it may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Numis.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.

To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have.

Fractions of Placing Shares will not be issued.

Right to terminate under the Placing Agreement

Numis is entitled, at any time before Admission, to terminate its obligations under the Placing Agreement in accordance with the terms of the Placing Agreement in certain circumstances, including if:

a) it comes to the knowledge of Numis that any of the warranties contained in the Placing Agreement was untrue, inaccurate or misleading when made and/or that any of the Warranties would be untrue, inaccurate or misleading if it were to be repeated at any time prior to Admission by reference to the facts, matters and circumstances then subsisting; or

b) it shall come to the notice of Numis that any statement in the Placing Documents (as defined in the Placing Agreement) is incorrect in any material respect or has become untrue or incorrect in any material respect or misleading as a result of a new matter or change or that a new matter has arisen or a change has taken place which would, if the Placing Documents were published at that time, constitute a material omission from such documents; or

c) the Company or the Investment Adviser shall fail to comply with any of their respective obligations under the Placing Agreement in a material respect.

If Numis exercises its right to terminate its obligations under the Placing Agreement, the Placing Agreement will be terminated and the Placing will not proceed.

By participating in the Placing, each Placee agrees that the exercise by Numis of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Numis and that it need not make any reference to Placees and that it shall have no liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise or failure so to exercise. Placees will have no rights against Numis, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

No Prospectus

The Placing Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus in Guernsey, the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the Guernsey Financial Services Commission nor the States of Guernsey Policy Council nor the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and information that has been published by the Company in accordance with the FCA's Disclosure Guidance and Transparency Rules, Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (commonly known as the Market Abuse Regulation) and the Company's pre-investment disclosure document prepared for the purposes of Article 23 of the AIFM Directive (collectively "Exchange Information").

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, Numis or the Investment Adviser or any other person and neither Numis nor the Company nor the Investment Adviser nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GG00BB0RDB98) following Admission will take place within the CREST system, subject to certain exceptions. Numis and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees, by such other means that they deem necessary if delivery or settlement is not practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the relevant Placee's jurisdiction.

Following close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation by Numis in accordance with that Placee's standing arrangements in place with Numis stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Numis and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Numis. The Company will issue the Placing Shares on a delivery versus payment basis.

In the event of late CREST settlement, Numis reserves the right to deliver a Placee's Placing Shares outside CREST in certificated form, provided that payment has been made in terms satisfactory to Numis and all other conditions relating to the Placing have been satisfied.

Notwithstanding the above, the right is reserved to deliver all of the Placing Shares to which a Placee is entitled in certificated form should Numis consider this necessary or desirable.

It is expected that settlement will be on 24 November 2020 on a T+2 basis in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Numis.

Each Placee is deemed to agree that, if it does not comply with these obligations, Numis may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Numis's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. Any excess proceeds will pass to the relevant Placee at its risk. The relevant Placee will, however, remain liable and shall indemnify Numis on demand for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement (including this Appendix)) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Numis all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Numis lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.

The agreement to settle a Placee's subscription of the Placing Shares (and/or the subscription of a person for whom such Placee is contracting as agent) free of UK stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Numis will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Numis in the event that the Company or Numis has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Numis accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Numis nor the Company shall be responsible for the payment thereof.

Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) will be deemed to acknowledge, agree, represent and warrant to each of the Company, the Investment Adviser and Numis that:

(a) it has read this Announcement, including this Appendix, in its entirety and acknowledges that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement (including this Appendix);

(b) no offering document or prospectus has been prepared in connection with the Placing Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

(c) the Ordinary Shares are admitted to listing on the premium segment of the Official List of the FCA, and the Company is therefore required to publish Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

(d) it is relying solely on this Announcement (including this Appendix) and the Exchange Information published by the Company prior to Admission of the Placing Shares issued pursuant to the Placing and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Placing;

(e) the content of this Announcement and the Exchange Information is exclusively the responsibility of the Company and (in respect of the Exchange Information) in addition to the Company, the persons stated therein as accepting responsibility, and apart from the liabilities and responsibilities, if any, which may be imposed on Numis under any regulatory regime, neither Numis nor the Investment Adviser nor any person acting on their behalf nor any of their Affiliates makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of this Announcement and the Exchange Information nor for any other statement made or purported to be made by them or on their behalf in connection with the Company, the Placing Shares or the Placing, including but without limitation the Company Key Information Document published in accordance with Regulation (EU) 1286/2014 of the European Parliament and the Council (commonly known as the PRIIPs Regulation);

(f) it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

(g) Numis does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Numis is not acting for it or its clients and that Numis will not be responsible for providing protections to it or its clients;

(h) that, save in the event of fraud on the part of Numis (and to the extent permitted by the FCA), neither Numis, its respective ultimate holding company nor any direct or indirect subsidiary undertakings of such holding company, nor any of its directors and employees shall be liable to Placees for any matter arising out of Numis's role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law, Placees will immediately waive any claim against any of such persons which it may have in respect thereof;

(i) if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to acquire Placing Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Investment Adviser or Numis or any of their respective Affiliates, officers, 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 Placing;

(j) it accepts that none of the Placing Shares have been or will be registered in any jurisdiction other than the United Kingdom and that the Placing Shares may not be offered, sold or delivered, directly or indirectly, within any Restricted Jurisdiction;

(k) it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

(l) it is not, and at the time the Placing Shares are acquired will not (unless an exemption under the relevant securities laws is available) be a resident of Australia, Canada, Japan or the Republic of South Africa, and, each of it and the beneficial owner(s) of the Placing Shares is, and at the time the Placing Shares are acquired will be, acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, and has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Placing Shares, will not look to Numis for all or part of any such loss it may suffer, is able to bear the economic risk of an investment in the Placing Shares, is able to sustain a complete loss of the investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;

(m) it is, or at the time the Placing Shares are acquired it will be, the beneficial owner of such Placing Shares, or that the beneficial owner of such Placing Shares is not (unless an exemption under the relevant securities laws is available) a resident of Australia, Canada, Japan or the Republic of South Africa;

(n) if it is outside the United Kingdom, neither this Announcement (including this Appendix) or any other information of document issued by or on behalf of or in respect of the Company or Numis constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and the Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

(o) if it is applying for Placing Shares in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations;

(p) if it is resident in the UK, it is a Qualified Investor (within the meaning of the Prospectus Regulation) and also a person (i) who has professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement (including this Appendix) may otherwise be lawfully communicated;

(q) it has not been engaged to acquire the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA;

(r) if it is a resident in the EEA: (a) it is a Qualified Investor (within the meaning of the Prospectus Regulation); and (b) it is a person to whom the Placing Shares may be lawfully marketed under the AIFM Directive or under the applicable implementing legislation (if any) of the member state of the EEA in which it is domiciled or in which it has a registered office; and (c) if it is a financial intermediary, as that term is used in Article 5 of the Prospectus Regulation, that (i) the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA other than Qualified Investors, or in circumstances in which the prior consent of Numis has been given to the offer or resale;

(s) except as otherwise permitted by the Company in writing and subject to any available exemptions from applicable securities laws, it (i) is not a US Person and is acquiring the Placing Shares for its own account or (ii) is outside the United States and is acquiring the Placing Shares for the account of a non-US Person with respect to which it exercises sole investment discretion or (iii) is a dealer or other professional fiduciary in the United States acting in reliance upon Regulation S under the Securities Act on a discretionary basis for a non-US Person;

(t) except as otherwise permitted by the Company in writing, no portion of the assets used to purchase, and no portion of the assets used to hold, the Placing Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of ERISA of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the 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 Code. In addition, if an investor is 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 Code, its purchase, holding, and disposition of the Placing Shares shall not constitute or result in a non-exempt violation of any such substantially similar law;

(u) the Placing Shares have not been and will not be registered under the Securities Act or with any State or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority; the Company has not been registered as an "investment company" under the Investment Company Act and, subject to certain limited exemptions, the Placing Shares are being offered and sold on behalf of the Company in "offshore transactions" (within the meaning of Regulation S) to persons who are not US Persons;

(v) neither it nor its Affiliates nor any person acting on its or their behalf have engaged or will engage in any "directed selling efforts" (within the meaning of Regulation S) with respect to the Placing Shares in the United States;

(w) no representation has been made as to the availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

(x) if the investor is a natural person, such investor is not under the age of majority (18 years of age in the United Kingdom) on the date of such investor's agreement to subscribe for Placing Shares under the Placing and will not be any such person on the date any such commitment to subscribe is accepted;

(y) it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

(z) it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA or the UK prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any Member State of the EEA or the UK within the meaning of the Prospectus Regulation;

(aa) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

(bb) it has complied and will comply with all applicable provisions of the FSMA and the Financial Services Act 2012 with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

(cc) neither Numis nor any of its Affiliates nor any person acting on its or their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing is on the basis that it is not and will not be a client of Numis or any of its Affiliates and Numis and its Affiliates do not have any duties or responsibilities to it for providing the protections afforded to its or their respective clients or for providing advice in relation to the Placing or the Company nor in respect of any representations, warranties, undertaking or indemnities contained in this Appendix;

(dd) where it is acquiring Placing Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to acquire the Placing Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Appendix; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or Numis. It agrees that the provision of this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account;

(ee) if the Placing does not proceed (for whatever reason) then none of the Company, Numis the Investment Adviser or any of their Affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective directors, employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

(ff) any person in Guernsey involved in the business of the Company who has a suspicion or belief that any other person (including the Company or any person subscribing for Placing Shares) is involved in money laundering activities, is under an obligation to report such suspicion to the Financial Intelligence Service pursuant to the Terrorism and Crime (Bailiwick of Guernsey) Law, 2002 (as amended);

(gg) in connection with its participation in the Placing, it has observed all relevant legislation and regulations, in particular (but without limitation) under MAR, Criminal Justice Act 1993, Part VIII of FSMA and those relating to money laundering, including but not limited to the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations and any other applicable law (together referred to as the "AML Legislation") and it is not a person: (1) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (2) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3) subject to financial sanctions imposed pursuant to a regulation of the EU or a regulation adopted by the United Nations (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and pursuant to AML Legislation and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase;

(hh) its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692) and any other applicable anti-money laundering guidance, regulations or legislation in force and applicable in the UK ("Money Laundering Regulations"); or (ii) subject to the EU Directive 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, as amended (the "Money Laundering Directive"); or (iii) subject to the Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law 1999 (as amended), the Handbook for Financial Services Business on countering financial crime and terrorist financing (containing rules and guidance) issued by the Guernsey Financial Services Commission, The Terrorism and Crime (Bailiwick of Guernsey) Law, 2002 and the Disclosure (Bailiwick of Guernsey) Law 2007, in each case as amended, supplemented or replaced from time to time; or (iv) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

(ii) due to anti-money laundering and the countering of terrorist financing requirements, Numis and/or the Company may require proof of identity of the Placee and related parties and verification of the source of the payment before the application can be processed, and the Placee will provide promptly to Numis or the Company such evidence, if any, as to the identity or location or legal status of any person (including in relation to the beneficial ownership of any underlying investor) which Numis or the Company may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise or any other information as may be required to comply with legal or regulatory requirements (including in particular under the AML Legislation)) in the form and manner requested by Numis or the Company and that, in the event of delay or failure by the Placee to produce any information required for verification purposes, Numis and/or the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will indemnify Numis and the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

(jj) if it is acting as a "distributor" (for the purposes of the MiFID II Product Governance Requirements):

a. it acknowledges that the Target Market Assessment undertaken by Numis and the Investment Adviser does not constitute: (i) an assessment of suitability or appropriateness for the purposes of MiFID II; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares, and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels;

b. notwithstanding any Target Market Assessment undertaken by Numis and the Investment Adviser, it confirms that it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Placing Shares and with the end target market; and

c. it acknowledges that the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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;

(kk) where it or any person acting on behalf of it is dealing with Numis, any money held in an account with Numis on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require Numis to segregate such money, as that money will be held by Numis under a banking relationship and not as trustee;

(ll) any of its clients, whether or not identified to Numis or any of its Affiliates or agents, will remain its sole responsibility and will not become clients of Numis or any of its Affiliates or agents for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;

(mm) the allocation of Placing Shares shall be determined by Numis (in consultation with the Company and the Investment Adviser) in its absolute discretion and that Numis may scale down any Placing Share commitments for this purpose on such basis as it may determine;

(nn) it irrevocably appoints any Director of the Company and any director of Numis to be its agent and on its behalf (without any obligation to do so), to sign, execute and deliver any documents and do all such acts, matters and things as may be necessary for, or incidental, to its subscription for all or any of the Placing Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;

(oo) time shall be of the essence as regards its obligations to settle payment for the relevant Placing Shares and to comply with its other obligations under the Placing;

(pp) its commitment to subscribe for Placing Shares on the terms set out in this Appendix and in the trade confirmation will continue notwithstanding any amendment that may in the future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to Numis's or the Company's conduct of the Placing;

(qq) the representations, undertakings and warranties contained in this Appendix are irrevocable. It acknowledges that Numis, the Company, the Investment Adviser and their respective Affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the relevant Placing Shares are no longer accurate, it shall promptly notify Numis and the Company in writing;

(rr) to indemnify on an after-tax basis and hold the Company, Numis and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

(ss) Numis or any of its affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Placing; and

(tt) to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in this Announcement (including this Appendix).

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Numis for itself and on behalf of the Company and are irrevocable.

Data Protection

Each Placee acknowledges that it has been informed that, pursuant to applicable data protection legislation (including the Data Protection Act 2018, the Data Protection (Bailiwick of Guernsey) Law, 2017 and the General Data Protection Regulation (EU) 2016/679)) and regulatory requirements in Guernsey, the UK and/or the EEA, as appropriate, in force from time to time (the "Data Protection Legislation") the Company, Numis, Ocorian Administration (Guernsey) Limited (the "Administrator") and/or Link Market Services (Guernsey) Limited (the "Registrar") hold their personal data.

The Company, Numis, the Administrator and the Registrar will process such personal data at all times in compliance with Data Protection Legislation and shall only process such information for the purposes set out in the Company's privacy notice (the "Purpose") which is available for consultation on the Company's website: https://www.bluefieldsif.com (the "Privacy Notice").

Any sharing of personal data between parties will be carried out in compliance with Data Protection Legislation and as set out in the Company's Privacy Notice.

In providing the Company, Numis, the Administrator or the Registrar with personal data, the Placee hereby represents and warrants to the Company, Numis, the Administrator and the Registrar that: (1) it complies in all material aspects with its data controller obligations under Data Protection Legislation, and in particular, it has notified 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 Data Protection Data Protection Legislation, the Applicant has obtained the consent of any data subject to the Company, Numis, the Administrator and the Registrar and their respective affiliates 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).

Each Placee acknowledges that by submitting personal data to the Company, Numis, the Administrator or Registrar (acting for and on behalf of the Company) where the Placee 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.

Each Placee acknowledges that by submitting personal data to the Company, Numis, the Administrator or the Registrar (acting for and on behalf of the Company) where the Placee 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 Placee may act or whose personal data will be disclosed to the Company as a result of the Placee agreeing to subscribe for Placing Shares under the Placing; and

b) the Placee has complied in all other respects with all applicable Data Protection Legislation in respect of disclosure and provision of personal data to the Company.

Where the Placee 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 Placing:

   a)    comply with all applicable Data Protection Legislation; 

b) take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to the personal data;

c) if required, agree with the Company, Numis, the Administrator and the Registrar (as applicable), the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and

d) immediately on demand, fully indemnify the Company, Numis, the Administrator and the Registrar (as applicable) and keep them fully and effectively indemnified against all costs, demands, claims, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits, business and reputation), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Company, Numis, the Administrator and/or the Registrar in connection with any failure by the Placee to comply with the provisions set out above.

Miscellaneous

Each Placee, and any person acting on behalf of the Placee, acknowledges that Numis does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement and that such representations, warranties, undertakings and indemnities are not given for the benefit of any Placee.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Numis or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect' (or the negative thereof) and words of similar meaning, reflect the current beliefs and expectations of the directors of the Company and/or the Investment Adviser and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The information contained in this Announcement speaks only as of the date of this Announcement (unless otherwise marked) and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained to this Announcement, whether as a result of new information, future events or otherwise, except to the extent required by the FCA, the London Stock Exchange or by applicable law.

Past performance is no guide to future performance and persons seeking advice should consult an independent financial adviser. The price of shares and the income from them may fluctuate upwards or downwards and cannot be guaranteed.

The acquisition of any potential investments by the Company is subject, among other things, to the Company completing satisfactory due diligence, successful negotiation of terms with vendors and the approval of the directors of the Company. There can be no guarantee that any of the potential investments described in this Announcement will be completed. All information relating to the potential investments described in this Announcement are indicative, subject to detailed due diligence and may subsequently change as a result.

The information contained in this Announcement (including this Appendix) is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Announcement.

The rights and remedies of Numis and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

The contract to acquire Placing Shares under the Placing will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Numis, the Company and the Investment Adviser, each Applicant irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against a Placee in any other jurisdiction.

All times and dates in this Announcement (including this Appendix) may be subject to amendment, and Placees' commitments, representations and warranties are not conditional on any of the expected times and dates in this Announcement (including this Appendix) being achieved. Numis shall notify the Placees and any person acting on behalf of the Placees of any changes.

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 [e-mail] 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

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November 16, 2020 02:00 ET (07:00 GMT)