Foresight Solar Fund Limited Result of Placing (4961T)

TIDMFSFL

RNS Number : 4961T

Foresight Solar Fund Limited

04 July 2018

THIS ANNOUNCEMENT, INCLUDING THE APPIX, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS, OR IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION.

This announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for, or to buy shares in any jurisdiction. This announcement is an advertisement and not a prospectus. Attention is also drawn to the terms and conditions at the bottom of this announcement.

4 July 2018

Foresight Solar Fund Limited (the "Company")

Result of Placing

Further to the announcement on 18 June 2018, the Board of Foresight Solar Fund Limited (the "Board") is pleased to announce that it has raised approximately GBP48.1 million of gross proceeds through a placing of new ordinary shares of no par value in the Company ("New Shares") (the "Placing"). The Board is pleased to note that the Placing has been significantly oversubscribed and investor demand for the Placing has exceeded the maximum Placing size of 44,995,209 New Shares. Accordingly, a scaling back exercise has been undertaken with respect to applications received pursuant to the Placing.

The net proceeds of the Placing will be used as part of the funding for the purchase of a portfolio of 18 operational solar assets in the UK with a total installed capacity of 134.2 MW for a consideration of approximately GBP55.0 million (the "Acquisition"). The Acquisition is expected to complete by the end of July 2018.

Applications will be made in respect of the 44,995,209 New Shares issued pursuant to the Placing to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities ("Admission"). It is expected that Admission will become effective and dealings in the New Shares will commence on 6 July 2018. When issued, the New Shares will rank pari passu with the existing Ordinary Shares.

Following Admission, the Company expects to have 494,947,300 Ordinary Shares in issue. The total number of voting rights of the Company will be 494,947,300 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.

As part of the Placing, BlackRock Inc. ("BlackRock") subscribed for, on behalf of its clients, 22,000,000 shares for a total consideration of GBP23,540,000. The issue of shares to BlackRock, which is a substantial shareholder of the Company under Chapter 11 of the Listing Rules, amounts to a smaller related party transaction as defined in Listing Rule 11.1.10.

Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the announcement published on 18 June 2018.

Alexander Ohlsson, Chairman of the Company, said: "We are pleased to announce a successful and oversubscribed equity capital raise, which will support the acquisition of this key, NAV accretive transaction. Through the anticipated acquisition of 18 operational assets in the UK, Foresight Solar Fund Limited will become the largest UK-listed dedicated solar energy investment company by installed capacity, further diversifying our asset portfolio and underpinning our long-term dividend policy. We would like to thank shareholders for their significant interest, which demonstrates their support and ongoing confidence in our low risk proposition, focused acquisition strategy and track record in delivering targeted returns".

For further information, please contact:

 
 Foresight Group 
                                        [phone] 
 Joanna Andrews                          6951 
 ([e-mail]) 
 
                                        [phone] 
 Stifel Nicolaus Europe Limited          7600 
 Mark Bloomfield 
 Neil Winward 
 Gaudi Le Roux 
 
                                        [phone] 
 Citigate Dewe Rogerson                  9571 
 Louise Mason-Rutherford 
 Nick Hayns 
 Eleni Menikou 
 Elizabeth Kittle 
 

Disclaimer

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THE APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMMENTS THERETO (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS") AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. 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. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS SET OUT IN THE APPIX RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE NEW SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE NEW SHARES IN THE UNITED STATES.

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

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for New Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for New Shares is given ("Placees"), will be deemed to have read and understood this announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements 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 undertakes 
        that it will subscribe for, hold, manage or dispose of 
        any New Shares that are allocated to it for the purposes 
        of its business; and 
 
 (b)   if it is in a member state of the EEA and/or if it is 
        a financial intermediary, as that term is used in Article 
        3(2) of the Prospectus Directive, that any New Shares 
        subscribed for by it in the Placing will not be subscribed 
        for on a non-discretionary basis on behalf of, nor will 
        they be subscribed for with a view to their offer or 
        resale to, persons in any member state of the EEA in 
        circumstances which may give rise to an offer of securities 
        to the public other than an offer or resale in a member 
        state of the EEA which has implemented the Prospectus 
        Directive to Qualified Investors (as defined above), 
        or in circumstances in which the prior consent of Stifel 
        has been given to each such proposed offer or resale. 
 

Stifel does not make any representation to any Placees regarding an investment in the New Shares.

Further Details of the Placing

The issue of the New Shares will be undertaken under the Company's existing general authority to dis-apply pre-emption rights as approved by the shareholders at the Company's Annual General Meeting on 11 June 2018 for up to a maximum 44,995,209 New Shares, representing an aggregate amount of less than 10 per cent. of the Ordinary Shares then in issue. A prospectus is not a UK Listing requirement in respect of the Placing. This announcement, together with the Prospectus forms the offer document in relation to the New Ordinary Shares in accordance with the Collective Investment Funds (Certified Funds - Prospectuses) (Jersey) Order 2012.

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 (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 Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such 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, Distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the 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 Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Stifel will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of 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 the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

APPIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMMENTS THERETO (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS") AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE NEW SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, INTO OR IN THE UNITED STATES. THE COMPANY HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMED, AND INVESTORS IN THE PLACING WILL NOT HAVE THE BENEFITS OF THAT ACT. THERE WILL BE NO PUBLIC OFFER OF THE NEW SHARES IN THE UNITED STATES.

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

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for New Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for New Shares is given ("Placees"), will be deemed to have read and understood this announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements 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 undertakes 
        that it will subscribe for, hold, manage or dispose of 
        any New Shares that are allocated to it for the purposes 
        of its business; and 
 
 (b)   if it is in a member state of the EEA and/or if it is 
        a financial intermediary, as that term is used in Article 
        3(2) of the Prospectus Directive, that any New Shares 
        subscribed for by it in the Placing will not be subscribed 
        for on a non-discretionary basis on behalf of, nor will 
        they be subscribed for with a view to their offer or 
        resale to, persons in any member state of the EEA in 
        circumstances which may give rise to an offer of securities 
        to the public other than an offer or resale in a member 
        state of the EEA which has implemented the Prospectus 
        Directive to Qualified Investors (as defined above), 
        or in circumstances in which the prior consent of Stifel 
        has been given to each such proposed offer or resale. 
 

Stifel (the "Sole Bookrunner") does not make any representation to any Placees regarding an investment in the New Shares.

Details of the Placing Agreement and of the New Shares

The Sole Bookrunner, the Company and the Investment Manager have today entered into a placing agreement (the "Placing Agreement") under which, on the terms and subject to the conditions set out therein, the Sole Bookrunner have agreed, as agent for and on behalf of the Company, to use reasonable endeavours to procure placees (the "Placees") for up to 44,995,209 New Shares at a price to be determined following completion of a bookbuild process (the "Placing").

The New Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in the capital of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of admission of the New Shares, including the dividend of 1.64 pence in respect of the quarter to 31 March 2018 which was declared on 30 April 2018.

Applications for listing and admission to trading

Applications will be made to the FCA for admission of the New Shares to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to London Stock Exchange plc (the "London Stock Exchange") for admission of the New Shares to trading on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 8.00 a.m. on 6 July 2018 and that dealings in the New Shares will commence at that time.

Bookbuild

The Sole Bookrunner will today commence the bookbuilding process for participation in the Placing by Placees (the "Bookbuild"). 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 New Shares.

The Sole Bookrunner shall be entitled to effect the Placing by such alternative method to the Bookbuild as it may, in its absolute discretion following consultation with the Company and the Investment Manager, determine.

Participation in, and principal terms of, the Placing

 
      1.    Stifel is acting as a bookrunner and agent of the Company 
             in connection with the Placing. 
      2.    Participation in the Placing will only be available 
             to persons who may lawfully be, and are, invited to 
             participate by the Sole Bookrunner. The Sole Bookrunner 
             and its affiliates are entitled to enter bids in the 
             Bookbuild as principal. 
      3.    A single price of 107.0 pence per New Share shall be 
             payable to the Sole Bookrunner as agent for the Company 
             by all Placees whose bids are successful (the "Placing 
             Price"). The results of the Placing will be announced 
             on a Regulatory Information Service ("RIS") following 
             the completion of the Bookbuild (the "Placing Results 
             Announcement"). 
      4.    To bid in the Bookbuild, prospective Placees should 
             communicate their bid by telephone to their usual sales 
             contact at the Sole Bookrunner. Each bid should state 
             the number of New Shares which the prospective Placee 
             wishes to subscribe for at the Placing Price. Bids 
             may be scaled down by the Sole Bookrunner on the basis 
             referred to in paragraph 8 below. 

      5.    A bid in the Bookbuild will be made on the terms and 
             subject to the conditions in this Appendix and will 
             be legally binding on the Placee on behalf of which 
             it is made and except with the Sole Bookrunner's consent 
             will not be capable of variation or revocation after 
             the time at which it is submitted. Each Placee's obligations 
             will be owed to the Company and the Sole Bookrunner. 
             Each Placee will also have an immediate, separate, 
             irrevocable and binding obligation, owed to the Sole 
             Bookrunner as agent of the Company, to pay in cleared 
             funds immediately on the settlement date, in accordance 
             with the registration and settlement requirements set 
             out below, an amount equal to the product of the Placing 
             Price and the number of New Shares such Placee has 
             agreed to subscribe for and the Company has agreed 
             to allot. 
      6.    The Bookbuild is expected to close no later than 1:00pm 
             (London time) on 3 July 2018, but may be closed earlier 
             or later at the discretion of the Sole Bookrunner. 
             The Sole Bookrunner may, in agreement with the Company 
             and the Investment Manager, accept bids that are received 
             after the Bookbuild has closed. 
      7.    Each prospective Placee's allocation will be determined 
             by the Sole Bookrunner (in consultation with the Company 
             and the Investment Manager) and will be confirmed orally 
             by the Sole Bookrunner (as agent for the Company) following 
             the close of the Bookbuild and a trade confirmation 
             will be despatched thereafter. This oral confirmation 
             to such Placee will constitute an irrevocable legally 
             binding commitment upon that person (who will at that 
             point become a Placee) in favour of the Sole Bookrunner 
             and the Company to subscribe for the number of New 
             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 articles of association. 
             All obligations under the Bookbuild and Placing will 
             be subject to fulfilment 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". 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. 
      8.    The Sole Bookrunner may choose to accept bids, either 
             in whole or in part, on the basis of allocations determined 
             in agreement with the Company and may scale down any 
             bids for this purpose on such basis as it may determine. 
             The Sole Bookrunner may also, notwithstanding paragraphs 
             4 and 5 above and subject to prior consent of the Company 
             (i) allocate New Shares after the time of any initial 
             allocation to any person submitting a bid after that 
             time and (ii) allocate New Shares after the Bookbuild 
             has closed to any person submitting a bid after that 
             time. The Company reserves the right (upon agreement 
             with the Sole Bookrunner) to reduce or seek to increase 
             the amount to be raised pursuant to the Placing, in 
             its absolute discretion. 
      9.    Irrespective of the time at which a Placee's allocation 
             pursuant to the Placing is confirmed, settlement for 
             all New Shares to be subscribed for pursuant to the 
             Placing will be required to be made at the same time, 
             on the basis explained below under "Registration and 
             settlement". 
      10.   Except as required by law or regulation, no press release 
             or other announcement will be made by the Sole Bookrunner 
             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.   To the fullest extent permissible by law, neither the 
             Sole Bookrunner nor any of its affiliates, agents, 
             directors, officers or employees shall have any responsibility 
             or liability to Placees (or to any other person whether 
             acting on behalf of a Placee or otherwise). In particular, 
             neither the Sole Bookrunner nor any of its affiliates, 
             agents, directors, officers or employees shall have 
             any liability (including to the fullest extent permissible 
             by law, any fiduciary duties) in respect of the conduct 
             of the Bookbuild or of such alternative method of effecting 
             the Placing as the Sole Bookrunner and the Company 
             may agree. 
 

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Sole Bookrunner under the Placing Agreement in respect of the New Shares is conditional on, inter alia:

 
 (a)   agreement being reached between the Company and the Sole 
        Bookrunner on the number of New Shares to be issued pursuant 
        to the Placing; 
 (b)   none of the representations and warranties of the Company 
        and the Investment Manager contained in the Placing Agreement 
        being untrue and inaccurate or misleading (in the good 
        faith opinion of the Sole Bookrunner) on the date of the 
        Placing Agreement and at all times before Admission by 
        reference to the facts and circumstances then subsisting, 
        in each case in a manner, or to an extent, which is material; 
 (c)   each of the Company and the Investment Manager complying 
        with its obligations under the Placing Agreement to the 
        extent the same fall to be performed prior to Admission; 
 (d)   the Company allotting, subject only to Admission, the 
        New Shares to the Placees in accordance with the Placing 
        Agreement; and 
 (e)   Admission taking place by not later than 8.00 a.m. (London 
        time) on 31 July 2018. 
 

If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by the Sole Bookrunner or have become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as the Sole Bookrunner may agree), or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the New Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

Neither the Sole Bookrunner nor any of its affiliates, agents, directors, officers or employees 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 they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they 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 the Sole Bookrunner.

Right to terminate under the Placing Agreement

At any time before Admission, the Sole Bookrunner is entitled to terminate the Placing Agreement by giving notice in writing to the Company and the Investment Manager if, amongst other things, in its opinion (acting in good faith and following consultation with the Company to the extent practicable) (i) any of the Company's or the Investment Manager's warranties or representations contained in the Placing Agreement are not or cease to be true and accurate or have become misleading, in each case in a manner, or to an extent, which is material in the good faith opinion of the Sole Bookrunner; or (ii) there is a material breach by the Company or the Investment Manager of their respective obligations under the Placing Agreement; or (iii) there has been a material adverse change in the condition, financial, operational or otherwise, or in the earnings, management, business affairs, business prospects or financial prospects of the Company and its subsidiaries, or the Investment Manager and its subsidiaries, whether or not arising in the ordinary course of business, since the date of the Placing Agreement; or (iv) the occurrence of a force majeure or market disruption event as specified in the Placing Agreement which is of such severity or magnitude as to make it impracticable or inadvisable to proceed with the Placing or which the Sole Bookrunner considers to be material.

Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by the Sole Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within its absolute discretion and that it does not need to make any reference to Placees and that the Sole Bookrunner shall not have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published and Placees' commitments will be made solely on the basis of the information contained in this announcement (including this Appendix) released by the Company today and any information publicly announced to a RIS by or on behalf of the Company on or prior to the date of this announcement and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

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, representation, warranty, or statement made by or on behalf of the Company, the Investment Manager or the Sole Bookrunner or any other person and none of the Company, the Investment Manager, the Sole Bookrunner or any of their respective affiliates 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 and the Investment Manager in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the New Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Sole Bookrunner and the Company reserve the right to require settlement for and delivery of the New Shares (or a portion thereof) to Placees in certificated form if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated New Shares in the Placing will be sent a contract note stating the number of New Shares to be allocated to it at the Placing Price and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Sole Bookrunner.

The Company will deliver the New Shares to a CREST account operated by Stifel as the Company's agent and on 6 July 2018 will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant New Shares to that Placee against payment.

It is expected that settlement will be on 6 July 2018 on a delivery versus payment 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 the Sole Bookrunner.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Sole Bookrunner (as agent for the Company) may sell any or all of the New Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such New Shares on such Placee's behalf.

If New 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 New 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 New Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees shall not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Sole Bookrunner (in its capacity as a bookrunner and agent of the Company, in each case as a fundamental term of its application for New Shares), the following:

 
 (a)    it has read and understood this announcement, including 
         this Appendix, in its entirety and that its acquisition 
         of New Shares is subject to and based upon all the 
         terms, conditions, representations, warranties, acknowledgements, 
         agreements and undertakings and other information 
         contained herein and undertakes not to redistribute 
         or duplicate this announcement; 
 (b)    that no offering document or prospectus has been 
         or will be prepared in connection with the Placing 
         and it has not received and will not receive a prospectus 
         or other offering document in connection with the 
         Bookbuild, the Placing or the New Shares; 
 (c)    the Placing does not constitute a recommendation 
         or financial product advice and the Sole Bookrunner 
         has not had regard to its particular objectives, 
         financial situation and needs; 
 (d)    that the Ordinary Shares in the capital of the Company 
         are listed on the premium listing segment of the 
         Official List of the UK Listing Authority and admitted 
         to trading on the main market of the London Stock 
         Exchange, and that the Company is therefore required 
         to publish certain business and financial information 
         in accordance with the rules and practices of the 
         FCA and that it is able to obtain or access such 
         information, or comparable information concerning 
         any other publicly traded company, in each case without 
         undue difficulty; 
 (e)    that none of the Company, the Investment Manager, 
         the Sole Bookrunner any of their respective affiliates, 
         agents, directors, officers or employees or any person 
         acting on behalf of any of them has provided, and 
         none of them will provide, it with any material regarding 
         the New Shares or the Company or any other person 
         other than this announcement, nor has it requested 
         the Sole Bookrunner, the Company, the Investment 
         Manager, any of their respective affiliates or any 
         person acting on behalf of any of them to provide 
         it with any such information; 
 (f)    unless otherwise specifically agreed with the Sole 
         Bookrunner, that it is not, and at the time the New 
         Shares are subscribed for, neither it nor the beneficial 
         owner of the New Shares will be, a resident of Australia, 
         Canada, Japan or South Africa and further acknowledges 
         that the New Shares have not been and will not be 
         registered under the securities legislation of Australia, 
         Canada, Japan or South Africa and, subject to certain 
         exceptions, may not be offered, sold, transferred, 
         delivered or distributed, directly or indirectly, 
         in or into those jurisdictions; 
 (g)    that it is not within the United States and will 
         not be within the United States at the time that 
         any buy order for New Shares is originated by it; 
         (ii) is acquiring the New Shares in an "offshore 
         transaction" as defined in Regulation S under the 
         US Securities Act; and (iii) is not acquiring any 
         of the New Shares as a result of any form of "directed 
         selling efforts" (within the meaning of Regulation 
         S under the US Securities Act); 
 (h)    it is not within Australia, Canada, Japan South Africa 
         or any other jurisdiction in which it is unlawful 
         to make or accept an offer to subscribe for the New 
         Shares, and it will not offer or sell such New Shares 
         into any such jurisdiction; 
 (i)    that the content of this announcement is exclusively 
         the responsibility of the Company and that neither 
         the Sole Bookrunner nor any of its affiliates, agents, 
         directors, officers or employees or any person acting 
         on behalf of any of them has or shall have any liability 
         for any information, representation or statement 
         contained in this announcement or any information 
         previously or subsequently published by or on behalf 
         of the Company or the Investment Manager, including, 
         without limitation, any information required to be 
         published by the Company pursuant to applicable laws 
         (the "Exchange Information") and will not be liable 

         for any Placee's decision to participate in the Placing 
         based on any information, representation or statement 
         contained in this announcement or otherwise. Each 
         Placee further represents, warrants and agrees that 
         the only information on which it is entitled to rely 
         and on which such Placee has relied in committing 
         itself to subscribe for the New Shares is contained 
         in this announcement and any information previously 
         published by the Company by notification to a RIS, 
         such information being all that it deems necessary 
         to make an investment decision in respect of the 
         New Shares and that it has neither received nor relied 
         on any other information given or representations, 
         warranties or statements made by the Sole Bookrunner, 
         the Investment Manager or the Company and neither 
         the Sole Bookrunner, the Investment Manager or the 
         Company will be liable for any Placee's decision 
         to accept an invitation to participate in the Placing 
         based on any other information, representation, warranty 
         or statement. Each Placee further acknowledges and 
         agrees that it has relied on its own investigation 
         of the business, financial or other position of the 
         Company in deciding to participate in the Placing. 
         None of the Company, the Investment Manager, the 
         Sole Bookrunner or any of their respective affiliates 
         has made any representations to it, express or implied, 
         with respect to the Company, the Investment Manager, 
         the Placing and the New Shares or the accuracy, completeness 
         or adequacy of the Exchange Information, and each 
         of them expressly disclaims any liability in respect 
         thereof. Nothing in this paragraph or otherwise in 
         this announcement excludes the liability of any person 
         for fraudulent misrepresentation made by that person; 
 (j)    that it has complied with its obligations under the 
         Criminal Justice Act 1993 and all other applicable 
         market abuse and insider dealing legislation and 
         in connection with money laundering and terrorist 
         financing under the Criminal Justice (Money Laundering 
         and Terrorist Financing) Acts 2010 and 2013 of Ireland, 
         the Proceeds of Crime Act 2002 (as amended), the 
         Terrorism Act 2000, the Terrorism Act 2006, the Money 
         Laundering Regulations 2007 (the "Regulations") and 
         the Money Laundering Sourcebook of the FCA 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; 
 (k)    that it is acting as principal only in respect of 
         the Placing or, if it is acting for any other person: 
         (i) it is duly authorised to do so and has full power 
         to make the acknowledgments, representations and 
         agreements herein on behalf of each such person; 
         and (ii) it is and will remain liable to the Company 
         and/or the Sole Bookrunner for the performance of 
         all its obligations as a Placee in respect of the 
         Placing (regardless of the fact that it is acting 
         for another person); 
 (l)    if a financial intermediary, as that term is used 
         in Article 3(2) of the Prospectus Directive, that 
         the New Shares subscribed for by it in the Placing 
         will not be subscribed for on a non-discretionary 
         basis on behalf of, nor will they be subscribed for 
         with a view to their offer or resale to, persons 
         in a member state of the EEA other than Qualified 
         Investors, or in circumstances in which the prior 
         consent of the Sole Bookrunner has been given to 
         the proposed offer or resale; 
 (m)    that it has not offered or sold and will not offer 
         or sell any New Shares to the public in any member 
         state of the EEA except in circumstances falling 
         within Article 3(2) of the Prospectus Directive which 
         do not result in any requirement for the publication 
         of a prospectus pursuant to Article 3 of that Directive; 
 (n)    that 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 FSMA) 
         relating to the New Shares in circumstances in which 
         section 21(1) of FSMA does not require approval of 
         the communication by an authorised person; 
 (o)    that it has complied and will comply with all applicable 
         provisions of FSMA with respect to anything done 
         by it in relation to the New Shares in, from or otherwise 
         involving, the United Kingdom; 
 (p)    if in a member state of the EEA, unless otherwise 
         specifically agreed with the Sole Bookrunner in writing, 
         that it is a Qualified Investor; 
 (q)    if in the United Kingdom, that it is a person (i) 
         having professional experience in matters relating 
         to investments and who falls within the definition 
         of "investment professionals" in Article 19(5) of 
         the Order; or (ii) who is a high net worth entity 
         falling within Article 49 of the Order; or (iii) 
         to whom this announcement may otherwise lawfully 
         be communicated; 
 (r)    that no action has been or will be taken by either 
         the Company, the Investment Manager or the Sole Bookrunner 
         or any person acting on behalf of the Company, the 
         Investment Manager or the Sole Bookrunner that would, 
         or is intended to, permit a public offer of the New 
         Shares in any country or jurisdiction where any such 
         action for that purpose is required; 
 (s)    that it and any person acting on its behalf is entitled 
         to subscribe for the New Shares under the laws of 
         all relevant jurisdictions which apply to it and 
         that it has fully observed such laws and obtained 
         all such governmental and other guarantees, permits, 
         authorisations, approvals and consents which may 
         be required thereunder and complied with all necessary 
         formalities and that it has not taken any action 
         or omitted to take any action which will or may result 
         in the Sole Bookrunner, the Company, the Investment 
         Manager or any of their respective directors, officers, 
         agents, employees or advisers acting in breach of 
         the legal or regulatory requirements of any jurisdiction 
         in connection with the Placing; 
 (t)    that it has all necessary capacity and has obtained 
         all necessary consents and authorities to enable 
         it to commit to its participation in the Placing 
         and to perform its obligations in relation thereto 
         (including, without limitation, in the case of any 
         person on whose behalf it is acting, all necessary 
         consents and authorities to agree to the terms set 
         out or referred to in this announcement) and will 
         honour such obligations; 
 (u)    that it (and any person acting on its behalf) will 
         make payment for the New Shares allocated to it in 
         accordance with this Appendix on the due time and 
         date set out herein, failing which the relevant New 
         Shares may be placed with other persons or sold as 
         the Sole Bookrunner may in its absolute discretion 
         determine and without liability to such Placee; 
 (v)    that its allocation (if any) of New Shares will represent 
         a maximum number of New Shares which it will be entitled, 
         and required, to subscribe for, and that the Sole 
         Bookrunner or the Company may call upon it to subscribe 
         for a lower number of New Shares (if any), but in 
         no event in aggregate more than the aforementioned 
         maximum; 
 (w)    that the person whom it specifies for registration 
         as holder of the New Shares will be (i) itself or 
         (ii) its nominee, as the case may be. None of the 
         Company, the Investment Manager or the Sole Bookrunner 
         will be responsible for any liability to stamp duty 
         or stamp duty reserve tax or other similar taxes 
         resulting from a failure to observe this requirement. 
         Each Placee and any person acting on behalf of such 
         Placee agrees to indemnify the Company, the Investment 
         Manager and the Sole Bookrunner in respect of the 
         same on an after-tax basis on the basis that the 
         New Shares will be allotted to the CREST stock account 
         of Stifel who will hold them as nominee on behalf 
         of such Placee until settlement in accordance with 
         its standing settlement instructions; 
 (x)    that neither the Sole Bookrunner, any of its affiliates 
         or any person acting on behalf of any of them, is 
         making any recommendations to it or, advising it 
         regarding the suitability of any transactions it 
         may enter into in connection with the Placing and 
         that participation in the Placing is on the basis 
         that it is not and will not be a client of the Sole 
         Bookrunner and that the Sole Bookrunner does not 
         have any duties or responsibilities to it for providing 
         the protections afforded to the Sole Bookrunner's 
         clients or customers or for providing advice in relation 
         to the Placing nor in respect of any representations, 
         warranties, undertakings or indemnities contained 
         in the Placing Agreement nor for the exercise or 
         performance of any of its rights and obligations 

         thereunder including any rights to waive or vary 
         any conditions or exercise any termination right; 
 (y)    that in making any decision to subscribe for the 
         New Shares, it has knowledge and experience in financial, 
         business and international investment matters as 
         is required to evaluate the merits and risks of subscribing 
         for the New Shares. It further confirms that it is 
         experienced in investing in securities of this nature 
         in this sector and is aware that it may be required 
         to bear, and is able to bear, the economic risk of 
         participating in, and is able to sustain a complete 
         loss in connection with, the Placing. It further 
         confirms that it relied on its own examination and 
         due diligence of the Investment Manager, the Company 
         and their respective associates taken as a whole, 
         and the terms of the Placing, including the merits 
         and risks involved, and not upon any view expressed 
         or information provided by or on behalf of the Sole 
         Bookrunner; 
 (z)    that in connection with the Placing, the Sole Bookrunner 
         and any of its affiliates acting as an investor for 
         its own account may take up New Shares in the Company 
         and in that capacity may subscribe for, retain, purchase 
         or sell for its own account such Ordinary Shares 
         in the Company and any securities of the Company 
         or related investments and may offer or sell such 
         securities or other investments otherwise than in 
         connection with the Placing. The Sole Bookrunner 
         does not intend to disclose the extent of any such 
         investment or transactions otherwise than in accordance 
         with any legal or regulatory obligation to do so; 
 (aa)   that in making any decision to subscribe for the 
         New Shares, it acknowledges that the Company has 
         been established in Jersey as a listed fund under 
         a fast-track authorisation process and is therefore 
         only suitable for professional or experienced investors, 
         or those who have taken appropriate professional 
         advice. It further acknowledges that regulatory requirements 
         which may be deemed necessary for the protection 
         of retail or inexperienced investors, do not apply 
         to listed funds and it accepts the reduced requirements 
         accordingly; 
 (bb)   that in making any decision to subscribe for the 
         New Shares, it is responsible for ensuring that all 
         aspects of the Company are acceptable to it. It further 
         acknowledges that investment in listed funds may 
         involve special risks that could lead to a loss of 
         all or a substantial portion of such investment. 
         It further confirms that it fully understands and 
         accepts the nature of the Company and the potential 
         risks inherent in investing in the Company; 
 (cc)   that these terms and conditions and any agreements 
         entered into by it pursuant to these terms and conditions 
         and any non-contractual obligations arising out of 
         or in connection with such agreements shall be governed 
         by and construed in accordance with the laws of England 
         and Wales and it submits (on behalf of itself and 
         on behalf of any person on whose behalf it is acting) 
         to the exclusive jurisdiction of the English courts 
         as regards any claim, dispute or matter arising out 
         of any such contract, except that enforcement proceedings 
         in respect of the obligation to make payment for 
         the New Shares (together with any interest chargeable 
         thereon) may be taken by the Company or the Sole 
         Bookrunner in any jurisdiction in which the relevant 
         Placee is incorporated or in which any of its securities 
         have a quotation on a recognised stock exchange; 
 (dd)   that the Company, the Investment Manager, the Sole 
         Bookrunner and their respective affiliates and others 
         will rely upon the truth and accuracy of the representations, 
         warranties and acknowledgements set forth herein 
         and which are given to the Sole Bookrunner on its 
         own behalf and on behalf of the Company and are irrevocable 
         and it irrevocably authorises the Company and the 
         Sole Bookrunner to produce this announcement, pursuant 
         to, in connection with, or as may be required by 
         any applicable law or regulation, administrative 
         or legal proceeding or official inquiry with respect 
         to the matters set forth herein; 
 (ee)   that it will indemnify on an after-tax basis and 
         hold the Company, the Investment Manager, the Sole 
         Bookrunner 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; 
 (ff)   that it has neither received nor relied on any inside 
         information concerning the Company in accepting the 
         invitation to participate in the Placing; and 
 (gg)   if it is a pension fund or investment company, its 
         acquisition of New Shares is in full compliance with 
         applicable laws and regulations. 
 

The foregoing representations, warranties and confirmations are given for the benefit of the Company, the Investment Manager and the Sole Bookrunner and are irrevocable. Each Placee, and any person acting on behalf of the Placee, acknowledges that none of the Company, the Investment Manager or the Sole Bookrunner owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

By participating in the Placing, each Placee (and any person acting on the Placee's behalf) subscribing for New Shares acknowledges that the New Shares have not been and will not be registered under the US Securities Act and that the New Shares are being offered and sold only in an "offshore transaction" within the meaning of and in reliance on Regulation S under the US Securities Act.

Please also note that the agreement to allot and issue New Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the New Shares in question. Such agreement also assumes that the New Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the New Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the New Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which none of the Company, the Investment Manager or the Sole Bookrunner will be responsible and the Placees shall indemnify the Company, the Investment Manager and the Sole Bookrunner on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Sole Bookrunner accordingly.

None of the Company, the Investment Manager or the Sole Bookrunner are liable to bear any transfer taxes that arise on a sale of New Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify the Sole Bookrunner accordingly. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold the Sole Bookrunner, the Investment Manager and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Sole Bookrunner or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the New Shares.

Stifel is entitled, at its discretion and out of its own resources, at any time to rebate to some or all of its investors, or to other parties, part or all of its fees relating to the Placing.

When a Placee or person acting on behalf of the Placee is dealing with the Sole Bookrunner, any money held in an account with the Sole Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Sole Bookrunner's money in accordance with the client money rules and will be used by the Sole Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of the Sole Bookrunner.

All times and dates in this announcement may be subject to amendment by the Sole Bookrunner (in its absolute discretion). The Sole Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.

213800VO4O83JVSSOX33

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(END) Dow Jones Newswires

July 04, 2018 02:00 ET (06:00 GMT)