Tritax Big Box REIT plc PROPOSED PLACING TO FUND ACQUISITION PIPELINE (2478L)

TIDMBBOX

RNS Number : 2478L

Tritax Big Box REIT plc

18 April 2018

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

THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION.

18 April 2018

TRITAX BIG BOX REIT PLC

(the "Company" or "Group")

PROPOSED PLACING TO FUND ACQUISITION PIPELINE AND ASSET MANAGEMENT INITIATIVES

The Board of Directors (the "Board") of Tritax Big Box REIT plc (ticker: BBOX) today announces a proposed non pre-emptive placing to institutional investors of up to 109,364,308 new ordinary shares in the capital of the Company (the "Placing Shares"), representing up to approximately 8.0 per cent. of the Company's existing issued share capital (the "Placing") at a price of 142.25 pence per Placing Share (the "Placing Price").

The Placing Price represents a discount of approximately 2.9 per cent. to the closing price of 146.5 pence per ordinary share at the close of business on 17 April 2018.

The Placing is being conducted through an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this announcement. Jefferies International Limited ("Jefferies") is acting as sole bookrunner in connection with the Placing and as Joint Financial Adviser together with Akur Limited ("Akur").

Highlights of the Placing

   --      Intention to raise gross proceeds of up to approximately GBP155.6 million. 

-- The Manager has access to a pipeline of potential investments which significantly exceeds the targeted geared proceeds from the Placing.

-- In particular, the Company is currently in advanced negotiations in relation to two specific target assets which the proceeds of the Placing (together with gearing) are expected to be used to fund. These assets:

o meet the Company's investment criteria and are available for potential acquisition in the near term; and

   o   are intended to further diversify the Company's existing portfolio by tenant and/or geography. 

-- The Manager has also identified several specific asset management initiatives within the Company's existing portfolio that require capital investment, including refurbishment work and building extensions.

-- The Manager will continue to exercise robust capital discipline to deliver value at the point of acquisition or investment.

-- The Placing Shares, when issued, will rank pari passu with the existing ordinary shares including the right to receive all dividends and other distributions declared, made or paid after the date of issue, including the Q1 2018 dividend of 1.675 pence per ordinary share, anticipated to be paid in May 2018.

Background to the Placing

During the financial year ended 31 December 2017, the Company acquired 11 new Big Box investments (including one pre-let forward funded development), with an aggregate purchase price of approximately GBP435 million, along with 114 acres of prime London distribution development land for a total consideration of GBP62.5 million (in each case excluding purchaser's costs).

The audited diluted EPRA Net Asset Value per ordinary share as at 31 December 2017 was 142.24 pence (diluted Basic Net Asset Value per ordinary share: 141.44 pence). This represents an increase of 10.3 per cent. as compared to the audited EPRA Net Asset Value per ordinary share as at 31 December 2016 of 129.00 pence and a total return of 15.2 per cent. over the 12-month period.

Since 31 December 2017, the Company has completed the acquisition of a further three Big Box assets, including the two forward funded development assets pre-let to Howdens, in Raunds, which were delayed as a result of a challenge to the planning consent, with an aggregate purchase price of approximately GBP140 million. The Company also exchanged conditional contracts on one pre-let forward funded development for approximately GBP82 million. When including these assets, the Company's portfolio (the "Portfolio") increases to a total of 50 assets and the weighted average unexpired lease term across the Portfolio extends to approximately 14.5 years(1) .

Taking account of one additional investment currently under offer and in exclusivity, the Company is substantially fully invested and geared (including the Group's existing commitments to forward funded development assets and development land). In light of the current acquisition pipeline and identified asset management initiatives, the Company intends to raise equity by way of the Placing to capitalise on these investment opportunities.

Dividend policy

Consistent with its progressive dividend policy, the Company is targeting an aggregate dividend of 6.7 pence per ordinary share for the year ending 31 December 2018(2) , representing an increase of 4.7 per cent. over the dividend of 6.4 pence per ordinary share in 2017, which is in excess of the rate of RPI inflation over the 12-month period to 31 December 2017. Dividends are expected to be fully covered by adjusted earnings from the Group.

Details of the Placing

Under the terms of the Placing, the Company intends to issue up to 109,364,308 Placing Shares pursuant to the authorities granted at the Company's Annual General Meeting held on 17 May 2017 and conditional inter alia, on the Placing Shares being admitted to listing on the premium listing segment of the Official List of the UK Financial Conduct Authority (the "FCA"), and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). The Placing is also conditional upon the placing agreement between the Company, Jefferies and Akur (the "Placing Agreement") becoming unconditional and not being terminated. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this announcement.

The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being the "Announcement"). Members of the public are not entitled to participate in the Placing.

Jefferies will today commence a bookbuild process in respect of the Placing at the Placing Price. The Placing will be non pre-emptive and the book will open with immediate effect following this Announcement and is expected to close no later than 3:00 p.m. (London time) on 19 April 2018 but may be closed earlier or later at the absolute discretion of Jefferies and the Company. Details of the number of Placing Shares to be issued pursuant to the Placing will be determined by the Company (following consultation with Jefferies) and will be announced as soon as practicable after the close of the Bookbuild.

If the number of applications for Placing Shares exceeds the maximum number of Placing Shares available under the Placing it may be necessary to scale back applications. In such event, Placing Shares will be allocated at the discretion of Jefferies in consultation with the Company.

Application will be made for the Admission of the Placing Shares. Subject to Admission becoming effective, it is expected that settlement of subscriptions by placees in respect of the Placing Shares and trading in the Placing Shares will commence at 8.00 a.m. on 24 April 2018, or such later time and/or date as may be announced by the Company after the close of the Bookbuild.

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions in such Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix.

The Directors consider that the proposed use of the proceeds of the Placing is in compliance with the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2015.

Notes

(1) Excludes development site at Littlebrook, Dartford.

(2) This is a target only and not a forecast. There can be no assurance that the target will be met and it should not be taken as an indication of the Company's expected or actual future results. Investors should not place any reliance on these targets.

For further information, please contact:

 
 Tritax Group                      via Newgate 
  Colin Godfrey (Partner, Fund 
  Manager) 
 
 Newgate (PR Adviser)              Tel: [phone] 
  James Benjamin                    Email: [e-mail] 
  Anna Geffert 
  Patrick Hanrahan 
  Leena Patel 
 
 Jefferies International Limited   Tel: [phone] 
  (Joint Financial Adviser and 
  Sole Bookrunner) 
  Gary Gould 
  Stuart Klein 
 Akur Limited (Joint Financial     Tel: [phone] 
  Adviser) 
  Anthony Richardson 
  Tom Frost 
  Siobhan Sergeant 
 

Dealing codes

 
 LEI                             213800L6X88MIYPVR714 
 Ticker                                          BBOX 
 ISIN for the ordinary shares            GB00BG49KP99 
 SEDOL for the ordinary shares                BG49KP9 
 

NOTES:

Tritax Big Box REIT plc is the only listed vehicle dedicated to investing in the "Big Box" logistics warehouse asset class in the UK and is committed to delivering attractive and sustainable returns for shareholders. Investing in and actively managing existing built investments, land suitable for "Big Box" development and pre-let forward funded developments, the Company focuses on well-located, modern "Big Box" logistics assets, typically greater than 500,000 sq. ft. (measured by floor area, c. 64% of the Company's existing logistics facilities including forward funded developments are in excess of 500,000 sq ft), let to institutional-grade tenants on long-term leases (typically at least 12 years in length) with upward-only rent reviews and geographic and tenant diversification throughout the UK. The Company seeks to exploit the significant opportunity in this sub-sector of the UK logistics market owing to strong tenant demand and a limited supply of Big Boxes.

The Company is a real estate investment trust to which Part 12 of the UK Corporation Tax Act 2010 applies ("REIT"), is listed on the premium listing segment of the Official List of the FCA and is a constituent of the FTSE 250, FTSE EPRA/NAREIT and MSCI indices.

Further information on Tritax Big Box REIT is available at www.tritaxbigbox.co.uk

IMPORTANT NOTICE

This Announcement is not for publication or public distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively, the "United States"), Australia, Canada, the Republic of South Africa ("South Africa"), New Zealand or Japan or to US persons (as defined in Regulation S under the US Securities Act (as defined below) ("Regulation S"). The distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No public offering of the Placing Shares is being made in the United States, United Kingdom, Australia, Canada, South Africa, New Zealand, Japan or elsewhere. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive (as defined below)) to be published. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(1)(e) of EU Directive 2003/71/EC and amendments 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 amended (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 FSMA and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is for information purposes only and does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Placing Shares to any person in the United States, Australia, Canada, South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"). In addition, the Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (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, resold, transferred or delivered, directly or indirectly within, into or in the United States or to or for the account or benefit of US persons absent registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws and in circumstances that will not require registration of the Company under the Investment Company Act. There will be no public offer of the Placing Shares in the United States.

The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the US Securities Act.

The Placing Shares have not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa, New Zealand or Japan. Subject to certain exceptions, the Placing Shares may not be offered or sold in Australia, Canada, South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa, New Zealand or Japan.

This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Australian Corporations Act 2001 (the "Corporations Act") or a product disclosure statement under Chapter 7 of the Corporations Act and will not be lodged with the Australian Securities and Investments Commission. No offer of securities is made pursuant to this Announcement in Australia except to a person who is (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act; and (ii) a "wholesale client" for the purposes of section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect. No Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

No document has been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (the "FMC Act"). The Placing Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who (i) is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act; (ii) meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act; (iii) is large within the meaning of clause 39 of Schedule 1 of the FMC Act; (iv) is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or (v) is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act and has delivered to the Company the necessary eligible investor certificate in accordance with clauses 41, 43 and 46 of Schedule 1 of the FMC Act. Any person in New Zealand who subscribes for Placing Shares will be deemed to have represented and warranted to the Company that it is a wholesale investor under the FMC Act falling within one of (i) to (v) above and further undertakes to provide all applicable certificates under the FMC Act to the Company.

No prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission; 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 Australia. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia.

The relevant clearances have not been, and nor will they be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. The offering of the Placing Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec and is exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada. No offer of securities is made pursuant to this Announcement in Canada except to a person who has represented to the Company and the Jefferies that such person (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Placing Shares acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and

which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada.

In South Africa, this Announcement and the related Placing is only for distribution to persons falling within the exemptions set out in section 96(1)(a) or (b) of the South African Companies Act No. 71 of 2008 (as amended) (the "South African Companies Act") and to whom this Placing will be specifically addressed (the "South African Qualifying Investors").

As such, in South Africa this Announcement and the related Placing does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and/or to subscribe for shares to the public as defined in the South African Companies Act and will not be distributed to any person in South Africa in any manner which could be construed as an offer to the public in terms of the South African Companies Act. Should any person who is not a South African Qualifying Investor receive this Announcement and the related Placing, they should not and will not be entitled to acquire any shares or otherwise act thereon.

This Announcement does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act. Accordingly, this Announcement does not comply with the substance and form requirements for prospectuses set out in the South African Companies Act and the South African Companies Act Regulations of 2011 and has not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission, or any other South African authority.

The information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act No. 37 of 2002 (as amended) ("FAIS") and does not constitute the furnishing of, any "advice" as defined in section 1(1) of FAIS. The information contained in this Announcement should not be construed as an express or implied recommendation, guidance or proposal that any particular transaction is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.

The Placing Shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No.25 of 1948, as amended) (the "FIEL") and no securities registration statement under the FIEL has been filed. Accordingly, the Placing Shares may not (unless an exemption of the registration requirement under the FIEL is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Japan or to, or for the account or benefit of any national, resident or citizen of Japan.

This Announcement has not been approved or authorised by the Guernsey Financial Services Commission for circulation in Guernsey, and may not be distributed or circulated directly or indirectly to any persons in the Bailiwick of Guernsey other than (i) by a person licensed to do so under the terms of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, or (ii) to those persons regulated by the Guernsey Financial Services Commission as licensees under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and company Directors etc. (Bailiwick of Guernsey) Law, 2000.

In Jersey, this Announcement (and the financial services to which it relates) has not been approved by and will not be submitted for approval to the Jersey Financial Services Commission (JFSC) for the purposes of public offering or sale in the Island of Jersey.

The comparability of the information on the Company's performance to date to its future performance is by its nature limited for a variety of reasons. Without limitation, results can be positively or negatively affected by market conditions beyond the control of the Company or Tritax Management LLP (the "Manager") which may be different in many respects from those that prevail at present or in the future, with the result that the performance of investment portfolios originated now may be significantly different from those originated in the past. Neither the past performance of the Company nor the Manager is a reliable indicator of, and cannot be relied upon as a guide to, the future performance of the Company or the Manager. Prospective investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This Announcement does not constitute a recommendation concerning the Placing and prospective investors should note that the value of ordinary shares can decrease as well as increase.

Jefferies is authorised and regulated by the FCA. Akur is authorised and regulated by the FCA. Each of Jefferies and Akur is acting exclusively for the Company and no-one else in connection with the Placing and Admission. They will not regard any other person as their respective clients in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

This Announcement is being issued by and is the responsibility of the Company. Neither the Manager, Jefferies, Akur nor any of their respective affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the Announcement or its contents or otherwise arising in connection therewith. The Manager, Jefferies, Akur and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents, accuracy, fairness, verification, completeness or otherwise arising in connection therewith.

This Announcement does not constitute a recommendation concerning the proposed Placing. The price and value of securities and any income from them can go down as well as up and investors may not get back the full amount invested on disposal of the securities. Past performance is not a guide to future performance. Information in this Announcement or any of the documents relating to the proposed Placing cannot be relied upon as a guide to future performance. The Placing timetable may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Placing will occur and you should not base your financial decisions on the Company's intentions in relation to the Placing or the information contained in this Announcement. The contents of this Announcement are not to be construed as legal, business or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Jefferies.

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity, dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, London Stock Exchange plc or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

In connection with the Placing, Jefferies and any of its affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, subscribe for, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Jefferies and any of its affiliates acting in such capacity. In addition, Jefferies and any of its affiliates may enter into financing arrangements (including swaps) with investors in connection with which Jefferies and any of its affiliates may from time to time acquire, hold or dispose of shares. Jefferies does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Placing Shares will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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

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 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, distributors should note 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. 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, Jefferies 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 Placing Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

Marketing disclosures pursuant to AIFMD (as defined below)

The Company is an externally managed alternative investment fund and has appointed the Manager as its alternative investment fund manager. In accordance with Article 32 of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers ("AIFMD"), the Manager has been given clearance by the FCA to market the Placing Shares to professional investors in Finland, Ireland, Luxembourg, Netherlands, Denmark, Norway and Sweden, and also in the United Kingdom, in accordance with AIFMD and the laws, rules and regulations implementing AIFMD in the United Kingdom, including without limitation the Alternative Investment Fund Managers Regulations 2013 (No. 1173/2013) and the Investment Funds Sourcebook of the FCA (the "UK AIFMD Rules") and has been duly notified by the FCA that the relevant marketing notification have been made by the FCA to the relevant competent authorities in those jurisdictions.

Pursuant to Article 23 of AIFMD and the applicable UK AIFMD Rules, the Manager is required to make available to persons in the European Union who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the "Placees") certain information (the "Article 23 Disclosures"). For the purposes of the Placing, the Manager has made the Article 23 Disclosures available Placees in the 'Investor - Shareholder Information' section of the Company's website at: https://tritaxbigbox.co.uk/investors/shareholder-information/

PRIIPs (as defined below)

In accordance with the Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products ("PRIIPs") and its implementing and delegated acts (the "PRIIPs Regulation"), the Manager has prepared a key information document (the "KID") in respect of the ordinary shares in the capital of the Company ("Shares"). The KID is made available by the Manager to "retail investors" prior to them making an investment decision in respect of the Shares at www.tritaxbigbox.co.uk.

If you are distributing Shares, it is your responsibility to ensure that the KID is provided to any clients that are "retail clients".

The Manager is the only manufacturer of the Shares for the purposes of the PRIIPs Regulation and none of the Company, Jefferies or Akur are manufacturers for these purposes. None of the Company, Jefferies or Akur makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by the Manager nor accepts any responsibility to update the contents of the KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide the KID to future distributors of Shares. Each of the Company, Jefferies or Akur and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the key information documents prepared by the Manager. Investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed.

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 (the "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMMENTS THERETO, INCLUDING THE 2010 PD AMING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"), (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, AS AMED ("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. 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 ANNOUNCEMENT AND THIS APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS DOCUMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT INTED TO AND DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES") OR TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT ("REGULATION S")). THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE PLACING SHARES (AS DEFINED BELOW) 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, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS, 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 PLACING SHARES IN THE UNITED STATES. THE COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMED (THE "US INVESTMENT COMPANY ACT") AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THE US INVESTMENT COMPANY ACT.

THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT.

THE MANAGER IS AUTHORISED FOR THE MANAGEMENT OF THE COMPANY AND MARKETING OF THE NEW ORDINARY SHARES IN THE UNITED KINGDOM AND IS SUPERVISED BY THE FINANCIAL CONDUCT AUTHORITY ("FCA"). IN ACCORDANCE WITH ARTICLE 32 OF DIRECTIVE 2011/61/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 8 JUNE 2011 ON ALTERNATIVE INVESTMENT FUND MANAGERS ("AIFMD"), THE MANAGER HAS BEEN GIVEN CLEARANCE BY THE FCA TO MARKET PLACING SHARES TO PROFESSIONAL INVESTORS IN FINLAND, IRELAND, LUXEMBOURG, NETHERLANDS, DENMARK, NORWAY AND SWEDEN, AND ALSO IN THE UNITED KINGDOM. IN ACCORDANCE WITH AIFMD AND THE LAWS, RULES AND REGULATIONS IMPLEMENTING AIFMD IN THE UK, INCLUDING WITHOUT LIMITATION THE ALTERNATIVE INVESTMENT FUND MANAGERS REGULSATIONS 2013 (NO. 1173/2013) AND THE INVESTMENT FUNDS SOURCEBOOKOF THE FCA (THE "UK AIFMD RULES") AND HAS BEEN DULY NOTIFIED BY THE FCA THAT THE RELEVANT MARKETING NOTIFICATIONS HAVE BEEN MADE BY THE FCA TO THE RELEVANT COMPETENT AUTHORITIES IN THOSE JURISDICTIONS.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (LAW NO.25 OF 1948, AS AMED) (THE "FIEL") AND NO SECURITIES REGISTRATION STATEMENT UNDER ARTICLE 4, PARAGRAPH 1 OF THE FIEL HAS BEEN FILED.

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

Persons who are invited to and who choose to participate in the Placing (as defined below), by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the "Placees"), will be deemed to have read and understood this announcement, (such announcement and the Appendix together being the "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, 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 Placing 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 Placing 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 Jefferies International Limited ("Jefferies") has been given to each such proposed offer or resale.

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 should seek appropriate advice before taking any action.

The relevant clearances have not been, and nor will they be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. The offering of the Placing Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec and is exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada. No offer of securities is made pursuant to this Announcement in Canada except to a person who has represented to the Company and Jefferies that such person: (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Placing Shares acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada.

No prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission; 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 Australia. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia.

The Placing Shares have not been and will not be registered under the FIEL and no securities registration statement under the FIEL has been filed. Accordingly, the Placing Shares may not (unless an exemption of the registration requirement under the FIEL is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Japan or to, or for the account or benefit of any national, resident or citizen of Japan.

In South Africa, each Placee represents, warrants and acknowledges that:

(a) this Announcement and the related Placing is only for distribution to persons falling within the exemptions set out in section 96(1)(a) or (b) of the South African Companies Act (as defined above) and to whom this Placing will be specifically addressed;

(b) this Announcement and the related Placing does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and/or to subscribe for shares to the public as defined in the South African Companies Act and will not be distributed to any person in South Africa in any manner which could be construed as an offer to the public in terms of the South African Companies Act;

(c) should any person who is not a South African Qualifying Investor (as defined above) receive this Announcement and the related Placing, they should not and will not be entitled to acquire any shares or otherwise act thereon;

(d) this Announcement does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act and accordingly, this Announcement does not comply with the substance and form requirements for prospectuses set out in the South African Companies Act and the South African Companies Act Regulations of 2011 and has not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission, or any other South African authority; and

(e) the information contained in this Announcement in respect of the Placing constitutes factual information as contemplated in section 1(3)(a) of FAIS (as defined above) and does not constitute the furnishing of, any "advice" as defined in section 1(1) of FAIS, and, furthermore, the information contained in this Placing should not be construed as an express or implied recommendation, guidance or proposal that any particular transaction is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.

None of Jefferies, Akur (as defined below), nor any of their respective affiliates, agents, directors, officers or employees, make any representation to any Placees regarding an investment in the Placing Shares.

Details of the Placing Agreement and of the Placing Shares

Jefferies, the Company, Tritax Management LLP (the "Manager") and Akur Limited ("Akur") have today entered into a placing agreement (the "Placing Agreement") pursuant to which Jefferies has agreed that it will, as agent for and on behalf of the Company, use its reasonable endeavours to procure Placees for up to 109,364,308 new ordinary shares of GBP0.01 each in the capital of the Company (the "Placing Shares") at 142.25 pence per Placing Share (the "Placing") on the terms and subject to the conditions set out in the Placing Agreement. For the avoidance of doubt, Jefferies shall not be under any obligation to subscribe for any Placing Shares as principal and Jefferies shall pay to the Company the proceeds actually received by it from Placees with respect to the Placing in accordance with the Placing Agreement.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of GBP0.01 each 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 Admission (as defined below).

Applications for listing and admission to trading

Applications have been made to the FCA for admission of the Placing 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 to trading of the Placing Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective at around 8.00 a.m. on 24 April 2018 (or such later time and date as may be agreed by the Company after the close of the Bookbuild (as defined below)) and that dealings in the Placing Shares will commence at that time.

Bookbuild

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

Jefferies shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in its absolute discretion following consultation with the Company, determine.

Participation in, and principal terms of, the Placing

1. Jefferies is acting as a sole global co-ordinator, bookrunner, joint financial adviser and agent of the Company in connection with the Placing.

   2.       Akur is acting as joint financial adviser in relation to the Placing. 

3. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Jefferies. Jefferies and its agents and affiliates are entitled to enter bids in the Bookbuild as principal.

4. The Bookbuild, if successful, will establish the number of Placing Shares to be issued by the Company pursuant to the Placing, which will be determined by the Company (in consultation with Jefferies) following completion of the Bookbuild. The number of Placing Shares to be issued will be announced on a FCA-listed Regulatory Information Service ("RIS") following the completion of the Bookbuild (the "Placing Results Announcement").

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

6. 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 Jefferies' 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 Jefferies. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Jefferies 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 Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot.

7. The Bookbuild is expected to close no later than 3:00 p.m. (London time) on 19 April 2018 but may be closed earlier or later at the absolute discretion of Jefferies and the Company. Jefferies may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

8. Each prospective Placee's allocation will be determined by the Company (in consultation with Jefferies) and will be confirmed orally by Jefferies (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 Jefferies and the Company 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 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.

9. Jefferies may choose to accept or reject 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 they may determine. Jefferies may also, notwithstanding paragraphs 5 and 6 above and subject to 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. The Company reserves the right (upon agreement with Jefferies) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

10. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing 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".

11. Except as required by law or regulation, no press release or other announcement will be made by Jefferies 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.

12. To the fullest extent permissible by law, neither Jefferies, Akur, the Manager, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (whether in contract, tort or otherwise) to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Jefferies, Akur, the Manager, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (whether in contract, tort or otherwise and including to the fullest extent permissible by law, any fiduciary duties) in respect of Jefferies' conduct or of such alternative method of effecting the Placing as Jefferies, its affiliates 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 Jefferies under the Placing Agreement in respect of the Placing Shares are conditional on customary terms and conditions, including among others:

(a) agreement being reached between the Company and Jefferies on the number of Placing Shares to be issued pursuant to the Placing;

(b) none of the representations and warranties of the Company and the Manager respectively contained in the Placing Agreement being untrue and inaccurate in any respect which, in the good faith opinion of Jefferies, is material, or otherwise misleading in any respect on (i) the date of the Placing Agreement; (ii) date of completion of the Bookbuild; and (iii) at all times before Admission by reference to the facts and circumstances from then subsisting;

(c) the Company and the Manager complying in all material respects with their respective 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 Placing 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 24 April 2018, or such later date as may be agreed between the Company and Jefferies, not being later than 4 May 2018.

If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, are waived or extended in writing by Jefferies) 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 Jefferies 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 Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Jefferies may, in its absolute discretion, waive certain conditions contained in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither Jefferies 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 it or 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 it or 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 Jefferies.

Lock-up

The Company has agreed with Jefferies that it will not, and will procure that none of its subsidiaries will, at any time between the date of this Agreement and 90 calendar days after the day of the Placing Agreement, without the prior written consent of Jefferies (such consent not to be unreasonably withheld or delayed), (i) issue, allot, offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or other shares in the capital of the Company or any securities convertible into or exchangeable for Ordinary Shares or other shares in the capital of the Company or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or other shares in the capital of the Company, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Ordinary Shares or other shares in the capital of the Company or such other securities, in cash or otherwise, provided that the foregoing shall not apply to the issue and offer by or on behalf of the Company of the Placing Shares pursuant to the Placing or the issue of Ordinary Shares to the Manager pursuant to the terms of the investment management agreement between the Manager and the Company dated 2 July 2014 and as amended and restated from time to time.

Right to terminate under the Placing Agreement

At any time before Admission, Jefferies, in its absolute discretion, is entitled to terminate the Placing Agreement by giving notice in writing to Akur, the Company and the Manager if, amongst other things, (i) any matter or circumstance arises as a result of which Jefferies expects that any of the conditions contained in the Placing Agreement will not be satisfied or waived (if capable of waiver) by Jefferies and continues not to be satisfied at Admission; or (ii) in the opinion of Jefferies or Akur acting in good faith the Company's and the Manager's respective representations and warranties are not true and accurate or have become misleading by reference to the facts subsisting from time to time; or (iii) in the good faith opinion of Jefferies, there has been a material adverse change affecting the condition (financial, operational, legal or otherwise), in the earnings, management, business affairs, general affairs, solvency, credit rating or business prospects of the Group as a whole and/or the Manager, whether or not arising in the ordinary course of the 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.

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 Jefferies of any right of termination or other discretion under the Placing Agreement shall be within its absolute discretion and that Jefferies does not need to make any reference to Placees and that Jefferies shall not have any liability to Placees whatsoever in connection with any such exercise and neither the Company nor Jefferies nor any of their respective directors, officers, employees, agents or affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure to exercise.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the UKLA 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. 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) and all other publicly available information previously and simultaneously published by the Company by notification to a Regulatory Information Service or otherwise filed by the Company 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 Manager, Akur, Jefferies or any other person and none of the Company, the Manager, Akur, Jefferies 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 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 Placing Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. Jefferies and the Company reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement 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 Placing Shares in the Placing will be sent a contract note stating the number of Placing 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 Jefferies.

The Company will deliver the Placing Shares to a CREST account operated by Jefferies (as agents for and on behalf of the Company) and Jefferies 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 Placing Shares to that Placee against payment.

It is expected that settlement will be on 24 April 2018 (or such later date as may be announced by the Company after the close of the Bookbuild) 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 Jefferies.

Each Placee is deemed to agree that, if it does not comply with these obligations, Jefferies (as agent for the Company) may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the account and benefit of Jefferies, 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 thereon) or other similar taxes imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.

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

Representations and warranties and further terms

By submitting a bid and/or participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Jefferies (in its capacity as sole global co-ordinator, bookrunner, joint financial advisor and agent of the Company and Akur (in its capacity as joint financial advisor of the Company), in each case as a fundamental term of its application for Placing Shares, that:

(a) it has read and understood this Announcement, including this Appendix, in its entirety and that its participation in the Bookbuild and the Placing and 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;

(b) that no offering document or prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

(c) the Placing does not constitute a recommendation or financial product advice and Jefferies has not had regard to such Placee's particular objectives, financial situation and needs;

(d) it has neither received nor relied on any "inside information" as defined in the EU Market Abuse Regulation ("MAR") concerning the Company in accepting this invitation to participate in the Placing;

(e) it has the power and authority to carry on the activities in which it is engaged, to subscribe and/or acquire Placing Shares and to execute and deliver all documents necessary for such acquisition;

(f) that none of the Company, the Manager, Akur, Jefferies 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 Placing Shares or the Company or any other person other than information included in this Announcement (including this Appendix), nor has it requested Jefferies, Akur, the Manager, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

(g) (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Company's ordinary shares are listed on the Official List and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange and relevant regulatory authorities (the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

(h) (i) none of the Company, the Manager, Akur, Jefferies or any of their respective affiliates has made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold Jefferies, Akur, the Manager or any of their respective affiliates responsible for any misstatements in or omissions from any Publicly Available Information or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement (including this Appendix) excludes the liability of any person for fraudulent misrepresentation made by that person;

(i) unless otherwise agreed with Jefferies, it and each account it represents is not, and at the time the Placing Shares are subscribed for neither it nor the beneficial owner of the Placing Shares will be, a resident of Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan, New Zealand or South Africa and, subject to certain exceptions, may not be offered, sold, transferred, taken up, renounced, distributed or delivered, directly or indirectly, within or into those jurisdictions;

   (j)       it and each account it represents either: 

i. is not a US Person, is not located within the United States and is not acquiring the New Ordinary Shares for the account or benefit of a US Person; (B) is acquiring the Placing Shares in an offshore transaction meeting the requirements of Regulation S and did not become aware of the Placing by means of any directed selling efforts as defined in Regulation S; and (C) is not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" (within the meaning of Regulation S under the Securities Act); or

ii. is a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the US Securities Act that is also a "qualified purchaser" as defined in Section 2(a)(51) of the US Investment Company Act and the related rules thereunder and that has executed and delivered to the Company and Jefferies a U.S. investor letter substantially in the form provided to it; and (B) is not acquiring any of the Placing Shares as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the Securities Act.

(k) if it falls within paragraph (j)(i) above, it agrees that if in the future it decides to offer, sell, transfer, assign, pledge or otherwise dispose of the Placing Shares or any beneficial interest therein, it will do so only: (i) outside of the United States in an "offshore transaction" complying with the provisions of Regulation S under the Securities Act to a person outside the United States and not known by the transferor to be a US Person, by prearrangement or otherwise; (ii) inside the United States to a "qualified institutional buyer" as defined in Rule 144A under the Securities Act that is also a "qualified purchaser" within the meaning of section 2(a)(51) of the Investment Company Act and the rules thereunder in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with all applicable state securities laws and under circumstances that would not require the Company to register under the Investment Company Act; or (iii) to the Company or a subsidiary thereof;

(l) it will not distribute, forward, transfer or otherwise transmit this Announcement or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States;

(m) it acknowledges that the Placing Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and are not being offered or sold in the United States or to, or for the account or benefit of, US Persons except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with all applicable state securities laws and under circumstances that will not require the Company to register under the US Investment Company Act;

(n) it acknowledges that the Company has not registered under the Investment Company Act and that the Company has put in place restrictions to ensure that the Company is not and will not be required to register under the Investment Company Act;

(o) save as otherwise agreed expressly in writing with the Company, no portion of the assets used to acquire, and no portion of the assets used to hold, the Ordinary 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 the US 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 US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to section 4975 of the US Tax Code; or (iii) an entity whose underlying assets are considered to include "plan assets" by reason of investment by an "employee benefit plan" or a "plan" described in the preceding clauses (i) or (ii) in such entity, pursuant to 29. C.F.R. 2510.3-101 as modified by section 3(42) of ERISA. In addition, if an investor is a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or section 4975 of the US Tax Code, its acquisition, holding, and disposition of the Ordinary Shares will not constitute a violation of law or result in a non-exempt prohibited transaction under section 503 of the US Tax Code or any substantially similar law;

(p) it is acquiring the Placing Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Placing Shares in any manner that would violate the US Securities Act, the US Investment Company Act or any other applicable securities laws;

(q) it is not, other than as set out in paragraphs (dd), (ee), (ff), (gg) and the Important Notices in this Announcement, within Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction in which it is unlawful to make or accept an offer to subscribe for the Placing Shares, and it will not offer or sell such Placing Shares into any such jurisdiction;

(r) the content of this Announcement is exclusively the responsibility of the Company and that neither the Manager, Jefferies, Akur nor any of its respective 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, including, without limitation, any 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 Placing 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 Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Jefferies, Akur, the Company or the Manager and neither Jefferies, Akur, the Company or the Manager 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;

(s) neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty reserve tax under any sections 67,70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services) and the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearance system;

(t) if in the United Kingdom, it has complied with its obligations under the Criminal Justice Act 1993, section 118 of FSMA, MAR and, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (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;

(u) 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 Jefferies 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). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

(v) if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Placing 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 Jefferies has been given to the proposed offer or resale;

(w) it and any person acting on its behalf falls within Article 19(5) and/or 49(a) to (d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

(x) it has not offered or sold and will not offer or sell any Placing 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;

(y) 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 Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

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

(aa) if in a member state of the EEA, it is a "qualified investor" within the meaning of the Prospectus Directive;

(bb) 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(2)(A) to (D) of the Order; or (iii) to whom this Announcement may otherwise lawfully be communicated;

(cc) if domiciled or having a registered office in an EEA state, it is either a state which has not implemented the AIFMD or is one of the following: Finland, Ireland, Luxembourg, Netherlands, Denmark, Norway and Sweden or the United Kingdom and, in the case of Ireland, Luxembourg or the Netherlands it is a professional investor (as that term is defined in the AIFMD);

(dd) if in Canada, it (i) is resident in either the Province of British Columbia, Alberta, Manitoba, Ontario and Quebec, (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario), and (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

(ee) if in Australia, that it is (i) a "sophisticated investor" within the meaning of section 708(8) of the Australian Corporations Act 2001 (Cth) (the "Corporations Act") or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act, and (ii) a "wholesale client" as defined in section 761G(7) of the Corporations Act, and the issue of the Placing Shares to it does not require a prospectus or other form of disclosure document under the Corporations Act and no Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act;

(ff) if in Japan, it is a "qualified institutional investor" ("QII") as defined in the Cabinet Ordinance Concerning Definitions under Article 2 of the FIEL;

(gg) if in South Africa, that (i) it is a person falling within the exemptions set out in section 96(1) (a) and (b) of the South African Companies Act (ii) this Announcement and the related Placing does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and/or to subscribe for shares to the public as defined in the South African Companies Act (iii) this Announcement does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act (iv) the information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of FAIS and does not constitute the furnishing of, any "advice" as defined in section 1(1) of FAIS, (v) the information contained in this Announcement is not and has not been construed as an express or implied recommendation, guidance or proposal that any particular transaction is appropriate to its particular investment objectives, financial situations or its needs as a prospective investor (vi) nothing in this Announcement is or has be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa;

(hh) no action has been or will be taken by either the Company, the Manager, Akur or Jefferies or any person acting on behalf of the Company, the Manager, Akur or Jefferies that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

(ii) it and any person acting on its behalf: (i) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (iii) 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 Jefferies, Akur, the Company, the Manager or any of their respective affiliates, directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing, and the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

(jj) 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;

(kk) it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement, including this Appendix, on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as Jefferies may in its absolute discretion determine and without liability to such Placee;

(ll) its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Jefferies or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

(mm) the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Company, the Manager or Jefferies 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 participate in the Placing and it agrees to indemnify on an after-tax basis and hold harmless the Company and Jefferies and their respective affiliates, agents, directors, officers and employees in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of Jefferies who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

(nn) neither Jefferies, Akur nor any of their respective affiliates, agents, directors, officers or employees nor 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 Jefferies or Akur and that neither Jefferies nor Akur has any duties or responsibilities to it for providing the protections afforded to their respective 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;

(oo) in making any decision to subscribe for the Placing 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 Placing 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 Company and its 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 Jefferies or Akur;

(pp) in connection with the Placing, Jefferies and any of its affiliates acting as an investor for its own account may take up Placing 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. Jefferies 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;

(qq) its commitment to acquire the Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and Placees will have no right to be consulted or require that their consents be obtained with respect to the Company's or Jefferies' conduct of the Placing;

(rr) 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 Placing Shares (together with any interest chargeable thereon) may be taken by the Company, the Manager, Akur or Jefferies 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;

(ss) the Company, the Manager, Jefferies, Akur and their respective affiliates and others will rely upon the truth and accuracy of acknowledgements, warranties and agreements set forth herein and which are given to Jefferies and Akur on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and each of the Manager, Jefferies and Akur 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. It agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its subscribing and/or acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company, the Manager, Jefferies and Akur;

(tt) it will indemnify on an after-tax basis and hold the Company, the Manager, Jefferies, Akur 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;

(uu) none of the Company, the Manager, Akur nor Jefferies owes any fiduciary or other duties to any Placee in respect of any acknowledgements, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement;

(vv) if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations; and

(ww) its commitment to take up Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company, the Manager or Jefferies' conduct of the Placing.

The foregoing acknowledgements, confirmations, undertakings, representations and warranties are given for the benefit of each of the Company, the Manager, Jefferies and Akur (for their own benefit and, where relevant, the benefit of their respective affiliates and any person acting on their behalf) and are irrevocable.

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or 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 Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes and is based on the warranty from each Placee 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 relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company, the Manager, Jefferies nor Akur will be responsible and the Placees shall indemnify on an after-tax basis and hold harmless the Company, the Manager, Jefferies and Akur and their respective affiliates, agents, directors, officers and employees 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 Jefferies accordingly.

Neither the Company, the Manager, Jefferies nor Akur is liable to bear any capital duty, 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 in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, the Manager, Jefferies, Akur and their respective affiliates, agents, directors, officers and employees from any and all such stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including interest, fines or penalties relating thereto).

Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify Jefferies accordingly.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that Jefferies 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.

When a Placee or person acting on behalf of the Placee is dealing with Jefferies, any money held in an account with Jefferies 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 Jefferies' money in accordance with the client money rules and will be used by Jefferies in the course of its own business; and the Placee will rank only as a general creditor of Jefferies.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of Jefferies, the Manager, Akur 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 of one will not prevent the exercise of others. If a Placee is a discretionary fund manager, he may be asked to disclose, in writing or orally to Jefferies the jurisdiction in which the funds are managed or owned.

All times and dates in this Announcement (including this Appendix) may be subject to amendment by Jefferies (in its absolute discretion). Jefferies shall notify the Placees and any person acting on behalf of the Placees of any changes.

In this Announcement, "after-tax basis" means in relation to any payment made to the Company, Jefferies or their respective affiliates, agents, directors, officers and employees pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount) there shall remain a sum equal to the amount that would otherwise have been so payable.

This information is provided by RNS

The company news service from the London Stock Exchange

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(END) Dow Jones Newswires

April 18, 2018 02:00 ET (06:00 GMT)