RNS Number : 1216D
Cabot Square Alternatives PLC
14 February 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY INVESTMENTS IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
14 February 2020
Cabot Square Alternatives PLC (the "Company")
Further to the announcement on 27 January 2020, the Company is pleased to note the positive response from a broad range of investors to the IPO. In addition to receiving orders of GBP40 million from the cornerstone investors indicated in that announcement, additional firm orders have been received from multiple other institutional investors and there has also been a strong response in the intermediaries offer and offer for subscription.
Several significant institutional investors require more time to perform their detailed due diligence and hence the timetable for the IPO will be extended to accommodate them. An updated timetable will be published in due course. The minimum fundraise amount remains GBP100 million.
Unless otherwise stated, capitalised terms used in this announcement but not defined herein have the same meaning as set out in the Prospectus dated 27 January 2020.
For further information please contact:
Keith Maddin firstname.lastname@example.org +44 (0) 207 579
Alan Pennell email@example.com 9320
Cantor Fitzgerald +44 (0) 20 7894
(Sole Bookrunner) +44 (0) 20 7894
Richard Harris Richard.Harris@cantor.com 8590
Alan Ray Alan.Ray@cantor.com +44 (0) 20 7894
Tunga Chigovanyika Tunga.Chigovanyika@cantor.com 7069
Offer Adviser) +44 (0) 20 3384
Hugh van Cutsem firstname.lastname@example.org 8796
Susan Jarram email@example.com +44 (0) 207 893
John Stephan firstname.lastname@example.org 2898
Henry Wilson +44 (0) 20 7466
Victoria Hayns ALTS@buchanan.uk.com 5000
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus published by the Company on 27 January 2020 in connection with the IPO. Copies of the Prospectus are available on the Company's website and will also available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/uk/nsm.
This announcement does not constitute or form a part of any offer to sell or issue, or a solicitation of any offer to buy, subscribe for or otherwise acquire, the securities of Cabot Square Alternatives plc (the "Company", and such securities, the "Securities") in Australia, Canada, Japan, New Zealand or South Africa or in any other jurisdiction where such offer or solicitation would be unlawful. This announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, to "U.S. persons" ("US Persons") as defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act of 1940, as amended ("Investment Company Act") or into or within Australia, Canada, Japan, New Zealand or South Africa, or any other jurisdiction where, or to any other person to whom, to do so would be unlawful.
The Company has not been and will not be registered under the US Investment Company Act, and as such holders of the Securities will not be entitled to the benefits of the Investment Company Act. The Securities have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered or transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. There has been and will be no public offering of the Securities in the United States.
This communication is only addressed to, and directed at, persons in member states of the European Union and in the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Regulation" means Regulation (EY) 2017/1129 of the European Parliament and Counsel of 14 June 2017 and related implementation measures. This communication must not be acted on or relied on in any member state of the European Union, by persons who are not Qualified Investors or persons to whom the Shares may lawfully be marketed under the Alternative Investment Fund Managers Directive or under applicable implementing legislation (if any) of that member state or the United Kingdom.
The merits or suitability of any securities must be independently determined by each investor on the basis of its own investigation and evaluation of the proposed investment trust. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.
This announcement may not be used in making any investment decision. This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute and may not be construed as an offer to sell or issue, or an invitation or solicitation of an offer to purchase, subscribe for or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed by any person for any purposes whatsoever on this announcement (including, without limitation, any illustrative modelling information contained herein), or its accuracy, fairness or completeness.
Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are provided as at the date of this announcement and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, the Investment Manager, Investment Adviser, BDO, Cantor, Kepler or any of their affiliates or by any of their respective officers, employees or agents in relation to it.
The Company has no investment or trading history. Potential 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. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in this announcement are targets only. There is no guarantee that any returns set out in this announcement can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this announcement.
The information contained in this announcement is given at the date of its publication (unless otherwise specified). No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. This announcement has not been approved by any competent regulatory or supervisory authority.
The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Each of the Company, the Investment Manager, Investment Adviser, BDO, Cantor, Kepler and their affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise. Each of the Company, the Investment Manager, Investment Adviser, BDO, Cantor, Kepler and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.
The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Issue. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Issue for the person concerned.
No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement. The information contained in this announcement will not be updated. In particular, the target returns contained in this announcement should not be taken as an indication of the Company's expected future performance or results. The target returns are a target only and there is no guarantee that they can or will be achieved. Accordingly, investors should not place any reliance on such targets.
This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.
Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Company's shares or passed upon or endorsed the merits of the offering of the Company's shares or the adequacy or accuracy of this announcement.
Prospective investors should take note that any securities may not be acquired by (i) investors using assets of (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the 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 (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code or (ii) 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, unless its purchase, holding, and disposition of the Shares will not constitute or result in a non-exempt violation of any such substantially similar law.
BDO is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Cantor and Kepler are acting for the Company and no one else in connection with the proposed initial public offering and admission to the premium segment of the London Stock Exchange's Main Market, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cantor and Kepler or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of BDO, Cantor, Kepler or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities.
[HSF Note - already referred to at the foot of this announcement]
INFORMATION TO DISTRIBUTORS
Target Market Assessment
Solely for the purposes of the product governance requirements contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; 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 Ordinary Shares and C Shares have been subject to a product approval process, which has determined that the Ordinary Shares and C Shares to be issued pursuant to the Initial Issue and the Subsequent Placings 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 Ordinary Shares and C Shares may decline and investors could lose all or part of their investment; the Ordinary Shares and C Shares offer no guaranteed income and no capital protection; and an investment in the Company's Shares is suitable for long term investors who are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses (which may be equal to the whole amount invested) from such an investment. Accordingly, typical investors in this product are expected to be institutional investors, private clients through their wealth managers, experienced investors, high net worth investors, professionally advised investors and knowledgeable unadvised retail investors who have taken appropriate steps to ensure that they understand the risks involved in investing in the Company. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Initial Issue or the Subsequent Placings. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cantor Fitzgerald 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 Ordinary Shares and/or the C Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and the C Shares and determining appropriate distribution channels
In accordance with the Packaged Retail and Insurance-based Investment Products Regulation (EU) No 1286/2014, a Key Information Document ("KID") in respect of an investment in the Company has been prepared by the Investment Manager and is available to investors at www.cabotaltsplc.com.
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(END) Dow Jones Newswires
February 14, 2020 12:29 ET (17:29 GMT)