NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO,
This announcement is an advertisement and not a prospectus. It does not constitute an offer of securities for sale or subscription in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and only on the basis of information in the prospectus (the "Prospectus") to be published today by
Placing and Open Offer of
The Placing and Open Offer price has been set at
Certain investors from REL's initial public offering ("IPO") (including
The Open Offer is fully pre-emptive on the basis of one New Ordinary Share for every nine ordinary shares in issue held on
In addition, AKRC has irrevocably committed to subscribe for shares in the Excess Application Facility such that its shareholding of the enlarged Company, following the Placing and Open Offer, is 27.5%. If satisfied in full, this would result in AKRC subscribing in total for, in aggregate, 1,138,368 shares under the Excess Application Facility which, at the issue price is a subscription of
The Company has agreed not to issue further shares for 6 months following Admission pursuant to a lock-up arrangement with the Joint Sponsors.
The expected timetable for the completion of the transaction announced this morning and the full terms of the Open Offer are set out below.
Expected Timetable of Principal Events
Record Date for entitlements under the Open Offer
5:30 p.m. on 19 November 2015
Publication of the Prospectus
Expected 23 November 2015
Ex entitlement date for the Open Offer
24 November 2015
Open Offer entitlements enabled in CREST and credited to stock accounts of Qualifying CREST
25 November 2015
Recommended latest time for requesting withdrawal of Open Offer entitlements from CREST
4.30 p.m. on 2 December 2015
Latest time and date for depositing Open Offer entitlements into CREST
3.00 p.m. on 3 December 2015
Latest time and date for splitting of application forms (to satisfy bona fide market claims only)
3.00 p.m. on 4 December 2015
Latest time and date for receipt of completed application forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)
11.00 a.m. on 8 December 2015
Announcement of the results of the Placing and Open Offer through a Regulatory Information Service
9 December 2015
Admission and commencement of dealings in the New Ordinary Shares
11 December 2015
CREST Members' accounts credited in respect of New Ordinary Shares in uncertificated form
as soon as possible after 8:00 a.m. on 11 December 2015
Despatch of definitive share certificates for New Ordinary Shares in certificated form
Within 14 days of Admission
Each of the times and dates in the above timetable is subject to change. References to times are to
Terms of the Open Offer
Qualifying Shareholders (defined below) are being offered the opportunity to subscribe for New Ordinary Shares at a price of
1 New Ordinary Share for every 9 ordinary shares held and registered in their name as at the close of business on the Record Date, and so on in proportion for any greater or lesser number of ordinary shares then held. To the extent that Shareholders do not subscribe for the New Ordinary Shares under the Open Offer, such shares (other than Committed Shares) may be subscribed for by the Placees and/or the Joint Sponsors pursuant to the placing and underwriting agreement with the Company (the "Placing and Underwriting Agreement").
Applications under the Open Offer will be on the terms and subject to the conditions set out in the Prospectus and the application form for the Open Offer (the "Application Form"). Entitlements will be rounded down to the nearest whole number. Any fractional entitlements will be disregarded in calculating Qualifying Shareholders' pro rata entitlements and will be aggregated and form part of the New Ordinary Shares which are the subject of the Placing. The New Ordinary Shares will be issued fully paid and will rank pari passu with the Company's existing issued ordinary shares.
Not all shareholders of the Company will be entitled to participate in the Open Offer. Shareholders who are located or resident in, or who have a registered address in, Excluded Territories (defined below) will not qualify to participate in the Open Offer.
The terms of the Open Offer, excluding the operation of the Excess Application Facility, provide that a Qualifying Shareholder may make a valid application for any number of New Ordinary Shares up to and including his or her pro rata entitlement which, in the case of shareholders holding their shares in certificated form, is equal to the number of New Ordinary Shares shown on the Application Form or, in the case of shareholders holding their shares in uncertificated form, is equal to the number of Open Offer entitlements standing to the credit of their stock account in CREST. Excluding the operation of the Excess Application Facility, no application in excess of a Qualifying Shareholder's pro rata entitlement will be met under the Open Offer and any Qualifying Shareholder so applying will be deemed to have applied for the maximum entitlement as specified on the Application Form, in the case of shareholders holding certificated shares, or standing to the credit of their stock account in CREST in the case of shareholders holding uncertificated shares, or as otherwise notified to him or her (and any monies received in excess of the amount due will be returned to the Qualifying Shareholder, without interest, at the Qualifying Shareholder's risk) within 14 days of Admission. Holdings of ordinary shares held in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer, as will holdings under different designations and in different accounts.
The Open Offer is not a ''rights issue''. Invitations to apply under the Open Offer are not transferable unless to satisfy bona fide market claims raised by Euroclear's Claims Processing Unit and Qualifying Shareholders holding ordinary shares in uncertificated form should also note that the Application Form is not a document of title and cannot be traded. Shareholders should be aware that, in the Open Offer, unlike in the case of a rights issue, any New Ordinary Shares not applied for under the Open Offer will not be sold in the market or placed for the benefit of shareholders, but will be placed with the Placees (to the extent procured) or, failing which, may be acquired by the Joint Sponsors in accordance with their obligations under the Placing and Underwriting Agreement, with the proceeds retained for the benefit of the Company.
If a Qualifying Shareholder does not respond to the Open Offer by
The Placing and Open Offer are conditional on: (a) the Placing and Underwriting Agreement becoming unconditional in all respects, save for Admission, by no later than
Any Qualifying Shareholder who sells or transfers all or part of his or her registered holding(s) of Ordinary Shares prior to the close of business on
The latest time and date for acceptance and payment in full under the Open Offer will be
Excess Application Facility
The Excess Application Facility permits Qualifying Shareholders who have applied for their Open Offer entitlements in full to apply for additional New Ordinary Shares. The Excess Application Facility will comprise New Ordinary Shares that are not taken up by Qualifying Shareholders under the Open Offer pursuant to their Open Offer entitlements but excluding the Non-Claw Back Shares (''Excess Shares''). In the event that total subscriptions under the Placing and Open Offer exceed the maximum number of New Ordinary Shares available, the Company (in consultation with the Joint Sponsors and the Company's investment manager) will determine how the excess is allocated as between the Excess Application Facility and the Placing and how applications under the Excess Application Facility are scaled back, except that the Non-Claw Back Shares are not subject to scaling back. The Joint Sponsors (in consultation with the Company, where practicable) will have discretion as to allocation among Placees of the Excess Shares allocated to the Placing. Qualifying Shareholders holding shares in certificated form who wish to apply to subscribe for more than their Open Offer entitlement should complete the relevant sections on the Open Offer Application Form. Qualifying Shareholders holding shares in uncertificated form will have excess Open Offer entitlements credited to their stock account in CREST.
For the purposes of the foregoing:
"Qualifying Shareholders" are shareholders included on the register of shareholders of the Company on the record date, other than those located or resident in, or who have a registered address in, any Excluded Territories.
"Excluded Shareholders" are shareholders included on the register of shareholders of the Company on the record date, located or resident in, or who have a registered address in, any Excluded Territory.
"Excluded Territories" are any jurisdictions in which the extension or availability of the Open Offer would breach any applicable law.
Neither this announcement nor any copy of it may be made or transmitted into
The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended. In addition, the New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of
The securities to which this announcement relates have not been approved or disapproved by the
The securities referred to herein have not been registered under the applicable securities laws of
Marketing for the purposes of the Directive 2011/61/EU (the "AIFMD") by the Company and/or a third party on its behalf of the New Ordinary Shares in relation to the Placing and Open Offer will only take place in an EEA Member State if the Company is appropriately registered or has otherwise complied with the requirements under AIFMD (as implemented in the relevant EEA Member State) necessary for such marketing to take place.
Any purchase of New Ordinary Shares in the Placing and Open Offer should be made solely on the basis of the information contained in the Prospectus, which contains detailed information about the Company and its management.
This information is provided by RNS