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counter-increment:awlistcounter96 } .awlist97_1741370175_290155 { list-style:none; counter-set:awlistcounter97 6 } .awlist97_1741370175_290155 li:before { content:'12.' counter(awlistcounter97) '.'; counter-increment:awlistcounter97 }
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. 10 March 2025 M&G Credit Income Investment Trust plc The Board of M&G Credit Income Investment Trust plc (the “Company”) is pleased to announce a placing (the “Placing”) and retail offer of ordinary shares in the Company (“Shares”) (the “Fundraising”). The retail offer will be undertaken via the Winterflood Retail Access Platform (“WRAP”) (the “WRAP Retail Offer”). The Fundraising In light of the ongoing demand in the market for Shares, with the Company having issued or sold from treasury 12.7 million Shares in the last 12 months and having renewed shareholder authorities by way of a general meeting on 27 February 2025 to issue up to 31,002,226 on a non-pre-emptive basis, the Board has decided to undertake the Placing. Any new Shares issued pursuant to the Placing will be issued at a price equal to a 1.0% premium to the last published cum-income NAV per Share prior to the closing of the Placing (the “Issue Price”). The Issue Price is expected to be announced on 18 March 2025. The new Shares will not be subject to stamp duty. The net proceeds of the Fundraising will be invested in accordance with the Company’s investment policy. Winterflood Securities Limited (“Winterflood”) is acting as placing agent to the Company in relation to the Placing. The Placing is not being underwritten. In order to allow qualifying retail investors to participate in the Fundraising, the Company is undertaking the WRAP Retail Offer, which is being made under an exemption against the need for an approved prospectus provided for under sections 86(1)(e) and 86(4) of Financial Services and Markets Act 2000, as amended ("FSMA") and is expected to run alongside the Placing. A separate announcement will be released shortly detailing the WRAP Retail Offer. Any new Shares issued in connection with the Fundraising will be issued pursuant to the authority granted by the Company's shareholders at the Company’s general meeting held on 27 February 2025. The Fundraising may be subject to scaling back at the sole discretion of the Board, in consultation with Winterflood. The new Shares will, when issued, be credited as fully paid, and have the right to receive all dividends and other distributions declared, if any, by reference to a record date after the date of their issue and in all other respects will rank pari passu with the existing Shares. Applications will be made to the Financial Conduct Authority (the "FCA") for admission of the new Shares to the closed-ended investment funds category and to the London Stock Exchange plc (the "LSE") for admission to trading of the new Shares on its main market for listed securities (“Admission”). Further information on the Company can be found at the Company’s website:
https://www.mandg.com/investments/private-investor/en-gb/funds/mg-credit-income-investment-trust-plc/gb00bfyyl325 Timetable The expected timetable for the Fundraising is as follows:
| | 2025 |
| Fundraising opens | 7:00am on 10 March |
| Issue Price announced | 18 March |
| Fundraising closes | 2:00pm on 20 March |
| Results of Fundraising announced | 21 March |
| Admission of new Shares | 8.00 am on 25 March |
Availability of the Placing Participation in the Placing will only be available to persons in the United Kingdom who are qualified investors as defined in article 2(e) of Regulation (EU) 2017/1129 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended) (the “UK Prospectus Regulation”) (“UK Qualified Investors”). UK Qualified Investors should communicate their firm interest to their usual sales contact at Winterflood. The Placing will be made through Winterflood, subject to the terms and conditions (the “Terms and Conditions”) set out below in Appendix 1 to this announcement. The decision to allot the new Shares to any UK Qualified Investor pursuant to the Placing shall be at the absolute discretion of Winterflood (in consultation with the Company). By making an offer to subscribe for new Shares under the Placing, UK Qualified Investors will be deemed to have accepted the Terms and Conditions. A UK Qualified Investor that has made an offer to subscribe for new Shares under the Placing accepts that following the closing of the Fundraising such offer shall be irrevocable. Upon being notified of its allocation of new Shares in the Placing, a UK Qualified Investor shall be contractually committed to acquire the number of new Shares allocated to it at the Issue Price. Winterflood, in agreement with the Company, may choose to accept applications, either in whole or in part, on the basis of allocations determined, and may scale down any applications for this purpose, on such basis as the Company and Winterflood may determine. Winterflood may also, notwithstanding the above, subject to the prior consent of the Company: (i) allocate new Shares after the time of any initial allocation to any UK Qualified Investor submitting an application after that time; and (ii) allocate new Shares after the Fundraising has closed to any UK Qualified Investor submitting an application after that time.
| MUFG Corporate Governance Limited (Company Secretary) Paula O’Reilly | +44 (0)20 3757 1912 |
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| Winterflood Securities Limited | +44 (0)20 3100 0000 |
| Neil Morgan Darren Willis | |
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The Company's LEI is: 549300E9W63X1E5A3N24 Important Notice The content of this announcement has been prepared by, and is the sole responsibility of M&G Credit Income Investment Trust plc. The information contained in this announcement is given at the date of its publication and is subject to updating, revision and amendment from time to time. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. Members of the public are not eligible to take part in the Placing. Information in this announcement relating to the Placing (including within Appendix 1) and the terms and conditions of the Placing set out in Appendix 1 are for information purposes only and are directed only at persons who are UK Qualified Investors, who are persons: (i) who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with the persons referred above. Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice. Dividend targets are a target only and not a profit forecast, there can be no assurances that this target will be met. No representation is being made by the inclusion of the data contained herein that the Company will achieve results similar to that which it has achieved in the past or avoid losses. Past performance cannot be relied on as a guide to future performance. It should be noted that a subscription for Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out in the Company's latest annual report before making a decision to subscribe for Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Shares if they are in any doubt. Investors' capital is at risk. Any investment or investment activity to which this announcement (including the Appendix) and the terms and conditions set out herein relates is available only to, and will be engaged in only with, Relevant Persons. This announcement (including the Appendix) is for information purposes only and does not itself constitute an offer for sale or subscription of any securities in the Company. If persons are in any doubt as to whether they are a Relevant Person they should consult a professional adviser for advice. The Shares have not been registered and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US Person (within the meaning of Regulation S under 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 in the United States, and under circumstances that that would not result in the Company being in violation of the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company has not been, and will not be, registered under the Investment Company Act and as such investors are not and will not be entitled to the benefits of the Investment Company Act. The Shares are being offered and sold outside the United States to non-U.S. Persons in offshore transactions in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S thereunder. There has been and will be no public offering of the Shares in the United States. The Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Shares pursuant to the Fundraising or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. This announcement (including Appendix 1) does not constitute an offer to sell or issue or a solicitation to buy or subscribe for Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, New Zealand, the Republic of South Africa, Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful (an “Excluded Territory”). This announcement (including Appendix 1) is not for publication, release or distribution, directly or indirectly, in whole or in part, to U.S. Persons or to persons in an Excluded Territory. The distribution of this announcement (including Appendix 1), and/or the issue of Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, Winterflood or M&G Alternatives Investment Management Limited (the “Manager”) or any of their respective affiliates that would permit an offer of Shares pursuant to the Placing in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions. Certain statements made in this announcement (including Appendix 1) are forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Such statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements. No assurance can be given that forward-looking statements results will be achieved. The forward-looking statements contained in this announcement speak only as of the date of this announcement and the Company assumes no obligation to, and does not intend to update or revise publicly any of them whether as a result of new information, future events or otherwise, except to the extent required by the FCA, the LSE or by applicable law, the Listing Rules and the Disclosure Guidance and Transparency Rules. The information contained in this announcement is subject to change without notice and the Company does not take any responsibility or obligation nor does it intend to revise or update publicly or review any of the forward-looking statements in this announcement to reflect events or circumstances after the date of this announcement (except to the extent required by the FCA, the LSE or by applicable law). Prospective investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement, as a prediction of actual results or otherwise. Winterflood or its affiliates from time to time have provided in the past and may provide in the future investment banking, financial advisory and commercial banking services to the Company and its affiliates in the ordinary course of business for which they have received or may receive customary fees and commissions. Winterflood, which is authorised and regulated in the United Kingdom by the FCA, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Winterflood or advice to any other person in relation to the matter contained herein. None of the Manager or Winterflood, or 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 for any loss howsoever arising from any use of the announcement or its contents aside from the responsibilities and liabilities, if any, which may be imposed by FSMA, or the regulatory regime established thereunder or any other applicable regulatory regime. The Manager and Winterflood 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 or otherwise arising in connection therewith. Information to Distributors Solely for the purposes of the product governance requirements contained within the relevant provisions of the UK statutory instruments implementing Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593, Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (together, the "UK MiFID Laws"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFID Laws) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the UK MiFID Laws; and (ii) eligible for distribution through all distribution channels permitted by the UK MiFID Laws (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in 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 issue of the Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Winterflood will only contact prospective placees for participation in the Placing who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the UK MiFID Laws; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels. PRIIPS Regulation The Company has prepared a key information document in respect of the Shares, which is available to investors on the Company's website:
https://www.mandg.com/investments/private-investor/en-gb/funds/mg-credit-income-investment-trust-plc/gb00bfyyl325. The key information document has been prepared in accordance with the content requirements and methodologies specified in the UK version of 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, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended. APPENDIX 1 – TERMS AND CONDITIONS OF THE PLACING INTRODUCTION By participating in the Placing each applicant for Shares (a “Placee”) is deemed to have read and understood this announcement (the “Announcement”) including this appendix (“Appendix 1”) in its entirety and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix 1. Each Placee which confirms its agreement (whether orally or in writing) to Winterflood to subscribe for the Shares under the Placing will be bound by these Terms and Conditions and will be deemed to have accepted them. Winterflood may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and may require any such Placee to execute a separate placing letter. The terms and conditions contained in any such placing letter shall be supplemental and in addition to the Terms and Conditions contained in this Appendix 1. AGREEMENT TO SUBSCRIBE FOR SHARES Conditional on: Admission occurring and becoming effective by 8.00 a.m. on 25 March 2025 (or such later time and/or date as the Company and Winterflood may agree, not being later than 30 April 2025); the Placing not having been terminated on or before the date of Admission; and Winterflood confirming to the Placees their allocation of Shares, (the "Conditions"), a Placee agrees to become a member of the Company and agrees to subscribe for those Shares allocated to it by Winterflood at the Issue Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have. Any commitment to acquire Shares under the Placing agreed orally with Winterflood, as agent for the Company, will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Winterflood, to subscribe for the number of Shares allocated to it on the terms and subject to the conditions set out in these Terms and Conditions and in a contract note (the ‘‘Contract Note’’) and in accordance with the articles of association of the Company. Except with the consent of Winterflood, such oral commitment will not be capable of variation or revocation after the time at which it is made. Each Placee’s allocation of Shares under the Placing will be evidenced by a Contract Note confirming: (i) the number of Shares that such Placee has agreed to acquire; (ii) the aggregate amount that such Placee will be required to pay for such Shares; and (iii) settlement instructions to pay Winterflood, as agent for the Company. The provisions as set out in these Terms and Conditions will be deemed to be incorporated into that Contract Note. PAYMENT FOR SHARES Each Placee undertakes to pay the Issue Price for the Shares issued to the Placee in the manner and by the time directed by Winterflood. In the event of any failure by any Placee to pay as so directed and/or by the time required by Winterflood, the relevant Placee’s application for Shares may, at the discretion of Winterflood, either be accepted or rejected and, in the former case, paragraph 4.6 and/or 7.5 below shall apply. PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING Prospective Placees will be identified and contacted by Winterflood. The latest time and date for receipt of commitments under the Fundraising is 2.00 p.m. (London time) on 20 March 2025. Winterflood reserves the right to bring this date forward, or to extend the timetable at its discretion. Winterflood will re-contact and confirm orally or by email to Placees the size of their respective allocations and a Contract Note will be dispatched as soon as possible thereafter. Winterflood’s confirmation of the size of allocations and each Placee's oral commitment to accept the same or such lesser number as determined in accordance with paragraph 4.3 below will constitute a legally binding agreement pursuant to which each such Placee will be required to accept the number of Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix 1. Winterflood (after consultation with the Company) reserves the right to scale back the number of Shares to be subscribed by any Placee in the Placing. The Company and Winterflood also reserve the right not to accept offers to subscribe for Shares or to accept such offers in part rather than in whole. Winterflood shall be entitled to effect the Fundraising by such method as it shall in its sole discretion determine. To the fullest extent permissible by law, neither Winterflood, nor any holding company of Winterflood, nor any subsidiary, branch or affiliate of Winterflood (each an “Affiliate”) nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of an Placee or otherwise). In particular, neither Winterflood, nor any Affiliate thereof nor any person acting on their behalf shall have any liability to Placees in respect of their conduct of the Placing. No commissions will be paid to Placees or directly by Placees in respect of the Shares. Under the terms of the Company’s placing agreement with Winterflood, the Company shall pay Winterflood a commission equal to a proportion of the gross proceeds raised from Placees. Each Placee's obligations will be owed to the Company and to Winterflood. Following the oral or email confirmation referred to above, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Winterflood, to pay to Winterflood (or as Winterflood may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Shares which such Placee has agreed to acquire under the Placing. Commitments under the Placing, once made, cannot be withdrawn without the consent of the directors of the Company. The Company shall allot such Shares to each Placee (or to Winterflood for onward transmission to the relevant Placee) following each Placee's payment to Winterflood of such amount. Each Placee agrees to indemnify on demand and hold each of Winterflood, the Company and the Manager and its 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 acknowledgements, undertakings, representations, warranties and agreements set forth in these Terms and Conditions as supplemented by any Placing Letter. All obligations of Winterflood under the Placing will be subject to fulfilment of the conditions referred to below under “Conditions”. CONDITIONS If the Placing does not become unconditional, the Placing will lapse and each Placee's rights and obligations under the Placing shall cease and terminate at such time and no claim may be made by a Placee in respect thereof. Winterflood shall have no liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition. By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and will not be capable of rescission or termination by the Placee. By participating in the Placing, each Placee agrees with Winterflood that the exercise by Winterflood of any right of termination or other discretion shall be within the absolute discretion of Winterflood and that Winterflood needs not make any reference to the Placee in this regard and that, to the fullest extent permitted by law, Winterflood shall not have any liability whatsoever to the Placee in connection with any such exercise. NO PROSPECTUS The Placing is only available to Relevant Persons that are identified and contacted by Winterflood and the Shares will only be offered in such a way as to not require a separate prospectus to be issued in the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the Financial Conduct Authority (the "FCA") in relation to the Placing and Placees’ commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix 1) and information that has been published by the Company in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and certain business and financial information the Company is required to publish in accordance with the rules and practices of the FCA (collectively “Exchange Information”). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement, including this Appendix 1, is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or Winterflood, or the Manager or any other person and none of the Company, Winterflood or the Manager nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placee 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 and confirms that it has understood the risks of investing in the Company and acquiring Shares. Each Placee also acknowledges that it has had an opportunity to review and access the information on the Company's ongoing charges detailed in the Exchange Information. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. REGISTRATION AND SETTLEMENT Settlement of transactions in the Shares following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Winterflood reserves the right to require settlement for and delivery of the Shares (or a portion thereof) to Placees by such other means as it may deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in the Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction. Each Placee allocated Shares in the Placing will be sent a Contract Note stating the number of Shares allocated to it, the aggregate amount owed by such Placee to Winterflood (as agent for the Company) 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 settlement instructions in the Contract Note or as otherwise directed by Winterflood. It is expected that settlement in respect of the Shares will be on a T+2 basis in accordance with the instructions set out in the Contract Note. 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 2 percentage points above the base rate of Barclays Bank Plc. Each Placee is deemed to agree that if it does not comply with these obligations, Winterflood may sell any or all of the Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for their own account and profit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any tax or other charges (together with any interest or penalties) which may arise upon the sale of such Shares on such Placee's behalf. By communicating an application for Shares, each Placee confers on Winterflood all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Winterflood lawfully takes in pursuance of such sale. If Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the Contract Note is copied and delivered immediately to the relevant person within that organisation. Insofar as Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Shares will, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax or securities transfer tax is payable in respect of the issue of the Shares, neither Winterflood nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing. REPRESENTATIONS AND WARRANTIES By agreeing to subscribe for Shares under the Placing, each Placee which enters into a commitment to subscribe for Shares will (for itself and for any person(s) procured by it to subscribe for Shares and any nominee(s) for any such person(s)) be deemed to acknowledge, undertake, represent and warrant to each of the Company, Winterflood, and the Manager that: it has read this Announcement, including this Appendix 1, in its entirety and acknowledges that its acquisition of Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement (including this Appendix 1); no offering document or prospectus has been prepared in connection with the placing of the Shares and it has not received a prospectus or other offering document in connection therewith; the Shares are listed the FCA's closed-ended investment funds category and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent financial statements and that the Placee is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty; it is relying solely on this Announcement (including this Appendix 1) and the Exchange Information published by the Company prior to Admission of the Shares issued pursuant to the Placing and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Placing; it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing; it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Shares pursuant to the Placing and it is not acting on a non-discretionary basis for any such person; it has carefully read and understands this Announcement, including this Appendix 1, in its entirety and acknowledges that it is acquiring Shares subject to these Terms and Conditions, the Contract Note and the articles of association of the Company as in force; the price payable per Share is payable to Winterflood on behalf of the Company in accordance with the terms of these Terms and Conditions and in the Contract Note; it has the funds available to pay for in full the Shares for which it has agreed to subscribe and it will pay the total subscription amount in accordance with the terms set out in these Terms and Conditions and as set out in the Contract Note on the due time and date; it has not relied on Winterflood or any person affiliated with Winterflood in connection with any investigation of the accuracy of any information contained in this Announcement or otherwise; the content of this Announcement, including this Appendix 1, and the Exchange Information is exclusively the responsibility of the Company and (in respect of the Exchange Information) in addition to the Company, the persons stated therein as accepting responsibility, and apart from the liabilities and responsibilities, if any, which may be imposed on Winterflood under any regulatory regime, none of the Manager, Winterflood nor any person acting on their behalf nor any of their Affiliates makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of this Announcement and the Exchange Information nor for any other statement made or purported to be made by them or on its or their behalf in connection with the Company, the Shares or the Placing; no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this Announcement and, if given or made, any information or representation must not be relied upon as having been authorised by Winterflood, the Company or the Manager; it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986 and the Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Shares into a clearance system; if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Shares under the Placing, that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, Winterflood or the Manager or any of their respective officers, agents, employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing; it accepts that none of the Shares have been or will be registered under the securities laws, or with any securities regulatory authority other than of the United Kingdom and that the Shares may not be offered, sold, issued or delivered, directly or indirectly, within any Excluded Territory unless an exemption from any registration requirement is available; if it is outside the United Kingdom, this Announcement (including this Appendix 1) does not constitute an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements; it, nor the prospective beneficial owner of the Shares, does not have a registered address in, and is not a citizen, resident or national of an Excluded Territory or any jurisdiction in which it is unlawful to make or accept an offer of the Shares and it is not acting on a non-discretionary basis for any such person; (a) it has complied with and will continue to comply with its obligations under the Market Abuse Regulation (EU) No. 596/2014, which is part of UK law pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310), Criminal Justice Act 1993 and Part VIII of the Financial Services and Markets Act 2000, as amended ("FSMA") and other applicable law; (b) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), and other applicable law, the Terrorism Act 2006, the Money Laundering Regulations 2007 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations; and (c) it is not a person: (i) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (ii) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (iii) subject to financial sanctions imposed pursuant to a regulation of the EU or a regulation adopted by the United Nations (together, the “Regulations”); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Winterflood such evidence, if any, as to the identity or location or legal status of any person which Winterflood may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Winterflood on the basis that any failure by it to do so may result in the number of Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Winterflood may decide at its sole discretion; if it is a financial intermediary, as that term is used in Article 5 of the Prospectus Regulation, that the Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area or the United Kingdom other than Qualified Investors, or in circumstances in which the prior consent of Winterflood has been given to the offer or resale; it has not offered or sold and will not offer or sell any Shares to be issued pursuant to the Placing to persons in the European Economic Area or the United Kingdom prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes
