RM Secured Direct Lending : Proposed Placing

RNS Number : 1474Q

RM Secured Direct Lending PLC

17 October 2019

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX HERETO (TOGETHER THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR ISSUE, OR A SOLICATION OF ANY OFFER TO PURCHASE OR OTHERWISE ACQUIRE, ANY SECURITIES OTHER THAN THE SECURITEIS TO WHICH IT RELATES OR ANY OFFER OR INVIVATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, SUCH SECURITIES BY ANY PERSON IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICATION WOULD BE UNLAWFUL.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR.

RM Secured Direct Lending plc ("RMDL" or the "Company")

PROPOSED PLACING

LEI: 213800RBRIYICC2QC958

The Board of RMDL, an investment trust specialising in secured debt investments, announces that the Company is seeking to raise additional funds of up to £10 million through the issue of new ordinary shares of £0.01 each ("Ordinary Shares") at a premium to net asset value (the "Placing"). The Placing will be conducted under the authorities granted by shareholders at the Company's annual general meeting on 1 May 2019.

The Company continues to benefit from a strong pipeline and the Investment Manager remains confident in its ability to continue to originate and close high quality investments in line with the Company's investment policy. Furthermore, the Company has utilised its £10m Revolving Credit Facility ("RCF"). The net proceeds of the Placing will therefore be used in order to repay drawn facilities under its RCF and to provide additional capital to fund identified potential transactions.

The new Ordinary Shares will be issued at a placing price of 100 pence per new Ordinary Share which represents a discount of 1.5% to the closing mid-market price per Ordinary Share of 101.5 pence at close of business on 16 October 2019, and a premium of 2.0% to the Company's cum income net asset value as at 30 September 2019 ("NAV"), as announced on 16 October 2019. The new Ordinary Shares will, when issued, rank pari passu with the Company's existing Ordinary Shares, and will be entitled to receive the interim dividend in respect of the period from 1 July 2019 to 30 September 2019 which is expected to be declared in November 2019.

The proposed Placing will take place through the Company's broker, N+1 Singer Advisory LLP ("N+1 Singer").

The proposed Placing shall commence immediately following this announcement and is expected to close at 1.30 p.m. (London time) on 7 November 2019, but may be closed earlier or later at the discretion of the Company and N+1 Singer. The final number of new Ordinary Shares will be agreed between the Company and N+1 Singer following close of the Placing, and announced shortly thereafter.

The Placing is being made pursuant to the terms and conditions set out in the Appendix to this Announcement. Investors are invited to apply for new Ordinary Shares pursuant to the Placing by contacting their usual contact at N+1 Singer.

N+1 Singer may choose to accept applications, either in whole or in part, on the basis of allocations determined in agreement with the Company, and may scale back any applications for this purpose on such basis as the Company and the N+1 Singer may determine. N+1 Singer may also, notwithstanding the above and subject to the prior consent of the Company: (i) allocate new Ordinary Shares after the time of any initial allocation to any person submitting an application after that time, and (ii) allocate new Ordinary Shares after the Placing has closed to any person submitting an application after that time. The Company's Board, in consultation with the N+1 Singer, may also decide not to proceed with the Placing for any reason. In this case, an announcement will be made by the Company.

Applications will be made to the UK Listing Authority and the London Stock Exchange for the new Ordinary Shares to be admitted to the premium listing segment of the Official List and to trading on London Stock Exchange's main market ("Admission"). It is expected that Admission will become effective on 12 November 2019 and that dealings in the new Ordinary Shares will commence at that time.

Expected Timetable

Each of the times and dates set out below and mentioned elsewhere in this document may be adjusted by the Company, in which event details of the new times and dates will be announced via a Regulatory Information Service. References to a time of day are to London time.

Placing opens	17 October 2019
Latest time and date for commitments under	1.30	p.m. on 7 November
the Placing	2019
Announcement of results of the Placing	7.00	a.m. on 8 November
	2019
Trade date	8 November 2019
Admission	8.00	a.m. on 12 November
	2019
Crediting of CREST stock accounts in respect of	12 November 2019
the new Ordinary Shares

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For further information, please contact:

RM Capital Markets Limited - Investment Manager

James Robson

Pietro Nicholls

Tel: [phone]

Nplus1 Singer Advisory LLP - Sponsor, Financial Adviser and Broker

James Maxwell

Lauren Kettle

Tel: [phone]

Tulchan Group - Financial PR

James Macey White

Elizabeth Snow

Tel: [phone]

International Fund Management - AIFM

Chris Hickling

Shaun Robert

Tel: [phone]

PraxisIFM Fund Services (UK) Limited - Administrator and Company Secretary

Anthony Lee

Ciara McKillop

Tel: [phone]

About RM Secured Direct Lending

RM Secured Direct Lending Plc is a closed-ended investment trust established to invest in a portfolio of bespoke, higher-yielding secured debt instruments.

The Company aims to generate attractive and regular dividends through loans sourced or originated by the Investment Manager with a degree of inflation protection through index-linked returns where appropriate. Loans in which the Company invests are predominantly secured against assets such as real estate or plant and machinery and/or income streams such as account receivables.

For more information, please seehttps://rmdl.co.uk/investor-centre/

About RM Funds

RM Funds is a trading name of RM Capital Markets Limited ("RM"). RM is the Investment Manager to RM Secured Direct Lending PLC. RM specialises in alternative credit fund management, sales & trading, foreign exchange, and capital markets and advisory. Founded in 2010, with offices in Edinburgh, and London, it has transacted in excess of £50 billion of bonds and loans since its inception, and advised or originated, structured and managed the due diligence process for over £1 billion of Sterling credit transactions and approximately €700 million of Euro based transactions in each case since 2012.

Appendix - Terms and Conditions of the Placing

INTRODUCTION

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S. PERSONS OR, IN OR INTO THE UNITED STATES, THE EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE ORDER, FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED AND

1. ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) 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 ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN ORDINARY SHARES. THE PRICE OF THE ORDINARY SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE ORDINARY SHARES.

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Ordinary Shares (the "Placees") will be deemed to have read and understood this announcement and these terms and conditions 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:

1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Ordinary Shares that are allocated to it for the purposes of its business;
2. in the case of any Ordinary Shares acquired by it as a financial intermediary, as that term is used in the Prospectus Regulation, (i) the Ordinary Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the EEA other than Qualified Investors or in circumstances in which the prior consent of

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N+1 Singer has been given to the offer or resale; or (ii) where Ordinary Shares have been acquired by it on behalf of persons in any Member State of the EEA other than Qualified Investors, the offer of those Ordinary Shares to it is not treated under the Prospectus Regulation as having been made to such persons; and/or

3. (i) (1) it is not a U.S. Person, (2) it is not located in the United States, and (3) it is not acquiring the Ordinary Shares for the account or benefit of a U.S. Person; or (ii) it is a dealer or other professional fiduciary in the United States acting for a discretionary account (other than an estate or trust) held for the benefit or account of a non U.S. person.

The Company and N+1 Singer will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This announcement (including this Appendix) does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Ordinary Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This announcement (including this Appendix) and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, the Restricted Territories or in any jurisdiction in which such publication or distribution is unlawful. Persons who come into possession of this announcement are required by the Company to inform themselves about and to observe any restrictions of transfer of this announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Ordinary Shares referred to in this announcement have not been and will not be registered under the Securities Act or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. 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 in the United States, and under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act. The Ordinary Shares are only being offered and sold outside the United States in offshore transactions to persons who are not U.S. Persons in accordance with Regulation S under the Securities Act.

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.

DEFINITIONS

For the purposes of this Appendix:

"Admission" means admission of the Ordinary Shares to be issued pursuant to the Placing to the premium listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities.

"AIFMD" means Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers, as amended.

"Affiliates" means an affiliate of, or person affiliated with, a specified person; a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

"Articles" shall mean the articles of association of the Company from time to time in force.

"Contract Note" or "Placing Confirmation" means the contract note or placing confirmation confirming the number of Ordinary Shares such Placee has agreed to acquire, the aggregate amount that such Placee will be required to pay for such Ordinary Shares and settlement instructions to pay N+1 Singer as agent for the Company.

"CREST" means the computerised settlement system operated by Euroclear UK and Ireland Limited which facilitates the transfer of title to shares in uncertificated form.

"DP Act" means the Data Protection Act 2018.

"EEA" means the European Economic Area being the countries included as such in the Agreement on European Economic Area, dated 1 January 1994, among Iceland, Liechtenstein, Norway, the European Community and the Member States, as may be modified, supplemented or replaced.

"Engagement Letter" means the engagement letter dated 15 October 2019 between the Company, the Investment Manager and N+1 Singer in connection with the Placing.

"FCA" means the UK Financial Conduct Authority.

"Investment Manager" means RM Capital Markets Limited.

"London Stock Exchange " means the London Stock Exchange Plc.

"Member State" means a sovereign state which is a member of the European Union.

"Official List" means the official list of the UK Listing Authority.

"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended.

"Ordinary Shares" means ordinary shares of £0.01 each in the capital of the Company.

"Placee" means a Relevant Person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Ordinary Shares has been given.

"Placing Price" means 100 pence per Ordinary Share.

"Prospectus Regulation" means Regulation (EU) No.2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

"Regulation S" means Regulation S promulgated under the Securities Act.

"Regulatory Information Service" means a regulated information service approved by the FCA and on the list of Regulatory Information Services maintained by the FCA.

"Restricted Territory" means the United States, Australia, Canada, the Republic of South Africa and Japan and any jurisdiction where the extension or availability of the Placing (and any other transaction contemplated thereby) would breach any applicable laws or regulations,

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and "Restricted Territories" shall mean any of them.

"Securities Act" means the U.S. Securities Act of 1933, as amended.

"U.S." or "United States" means the United States of America, its states, territories and possessions, including the District of Columbia.

"U.S. Investment Company Act" means the U.S. Investment Company Act of 1940, as amended.

"U.S. Person" has the meaning given in Regulation S.

DETAILS OF THE PLACING

N+1 Singer has entered into the Engagement Letter with the Company and the Investment Manager under which N+1 Singer has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers for the Ordinary Shares at the Placing Price. The Engagement Letter contains customary warranties given by the Company and the Investment Manager to N+1 Singer as to matters relating to the Company and its business.

The Company (after consultation with N+1 Singer and the Investment Manager) reserves the right to scale back the number of Ordinary Shares to be subscribed by any Placee in the event of applications in excess of the target amount under the Placing. The Company and N+1 Singer also reserve the right not to accept offers to subscribe for Ordinary Shares or to accept such offer in part rather than in whole.

Each Placee's obligations will be owed to the Company and to N+1 Singer. Following the confirmation referred to below in the paragraph entitled "Participation in, and principal terms of, the Placing", each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to N+1 Singer, to pay to N+1 Singer (or as N+1 Singer may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Ordinary Shares which such Placees has agreed to acquire.

Each Placee agrees to indemnify on demand and hold each of N+1 Singer, the Company and the Investment Manager and their respective affiliates harmless from any all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgments, undertakings, representations, warranties and agreements set forth in these terms and conditions and any Contract Note or Placing Confirmation.

The Placing is also conditional upon the Company having complied in all material respects with its obligations under the Engagement Letter and the obligations of N+1 Singer not having been terminated pursuant to the terms of the Engagement Letter. Further details of conditions in relation to the Placing are set out below in the paragraph entitled "Conditions of the Placing".

APPLICATION FOR ADMISSION TO TRADING

Application will be made to the FCA and the London Stock Exchange for Admission. It is expected that settlement of any such Ordinary Shares and Admission will become effective on or around 8.00 a.m. on 12 November 2019 and that dealings in the Ordinary Shares will commence at that time.

PAYMENT FOR SHARES

Each Placee must pay the Placing Price for the Ordinary Shares issued to the Placee in the manner and by the time directed by N+1 Singer. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for Ordinary Shares shall at N+1 Singer's discretion either be rejected or accepted in which case the paragraph below entitled "Registration and Settlement" shall apply to such application.

PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

N+1 Singer (whether through itself or any of its Affiliates) is arranging the Placing as placing agent of the Company for the purpose of using reasonable endeavours to procure Placees at the Placing Price for the Ordinary Shares.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by N+1 Singer. N+1 Singer and its affiliates may participate in the Placing as principal.

The Placing Price is a fixed price of 100 pence per Ordinary Share.

The number of Ordinary Shares to be issued will be agreed between N+1 Singer, the Company and the Investment Manager following completion of the Placing. The number of Ordinary Shares will be announced on a Regulatory Information Service following completion of the Placing.

Each Placee's allocation will be confirmed to Placees orally, or by email, by N+1 Singer, and a Contract Note or Placing Confirmation will be dispatched as soon as possible thereafter. The oral or email confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of N+1 Singer and the Company, under which it agrees to acquire the number of Ordinary Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Articles.

No commissions will be paid to Placees or by Placees in respect of any Ordinary Shares.

Except as required by law or regulation, no press release or other announcement will be made by N+1 Singer 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.

Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Ordinary Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under the paragraph entitled "Registration and Settlement".

All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below and to the Placing not being terminated on the basis referred to below.

By participating in the Placing, Placees will be deemed to have read and understood this announcement, including this Appendix, in its entirety and to be participating and making an offer for Ordinary Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix.

By participating in the Placing, 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.

To the fullest extent permissible by law, none of the Company, N+1 Singer or any of their respective Affiliates shall have any liability to

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Placees (or to any other person whether acting on behalf of a Placee or otherwise of these terms and conditions). In particular, none of the Company, N+1 Singer or any of their respective Affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of N+1 Singer's conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Ordinary Shares to the Placees and N+1 Singer shall have no liability to the Placees for the failure of the Company to fulfil those obligations.

CONDITIONS OF THE PLACING

The Placing is conditional on, amongst other things:

1. the Company having complied in all material respects with its obligations under the Engagement Letter which fall to be performed by the Company and the obligations of N+1 Singer not having been terminated in accordance with the terms of the Engagement Letter on or before 8.00 a.m. on the date of Admission;
2. the Company allotting, subject only to Admission, the Ordinary Shares in accordance with the Engagement Letter; and
3. Admission occurring and becoming effective by 8.00 a.m. on or prior to 12 November 2019 (or such later time and/or date as the Company and N+1 Singer may agree, being not later than 31 December 2019);

If any of the conditions contained in the Engagement Letter in relation to the Ordinary Shares are not fulfilled or waived by N+1 Singer by the respective time or date where specified (or such later time or date as the Company and N+1 Singer may agree, not being later than 31 December 2019), the Placing in relation to the Ordinary Shares will lapse and the Placee's rights and obligations hereunder in relation to the Ordinary Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Subject to certain exceptions, N+1 Singer may, at its absolute discretion and upon such terms as it thinks fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Engagement Letter. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

Neither N+1 Singer nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of N+1 Singer.

NO PROSPECTUS

The Ordinary Shares are being offered to Relevant Persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by 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) 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, is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or N+1 Singer or any other person and neither N+1 Singer nor the Company nor the Investment 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 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 the liability of any person for fraudulent misrepresentation.

REGISTRATION AND SETTLEMENT

Settlement of transactions in the Ordinary Shares (ISIN: GB00BYMTBG55) following Admission will take place within CREST provided that, subject to certain exceptions, N+1 Singer reserves the right to require settlement for, and delivery of, the Ordinary Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Each Placee allocated Ordinary Shares in the Placing will be sent a Contract Note or Placing Confirmation stating the number of Ordinary Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to N+1 Singer (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 either the CREST or certificated settlement instructions that it has in place with N+1 Singer.

In the event of any failure by a Placee to pay as so directed and/or by the time required by N+1 Singer, as applicable, the relevant Placee shall be deemed hereby to have irrevocably and unconditionally appointed N+1 Singer, or any nominee of N+1 Singer as its agent to use its reasonable endeavours to sell (in one or more transactions) any or all of the Ordinary Shares in respect of which payment shall not have been made as directed, and to indemnify N+1 Singer and its respective affiliates on demand in respect of any liability for stamp duty and/or stamp duty reserve tax or any other liability whatsoever arising in respect of any such sale or sales.

A sale of all or any of such Ordinary Shares shall not release the relevant Placee from the obligation to make such payment for the relevant Ordinary Shares to the extent that N+1 Singer or its nominee has failed to sell the Ordinary Shares at a consideration which, after deduction of the expenses of such sale and payment of stamp duty and/or stamp duty reserve tax as aforementioned, is equal to or exceeds the Placing Price.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) which enters into a commitment to subscribe for Ordinary Shares (a "Placing Commitment") will, for itself and for any person(s) procured by it to subscribe for Ordinary Shares and any nominee(s) for any such person(s), be deemed to makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to each of the Company, the Investment Manager, the Registrar and N+1 Singer, namely that, it:

1. represents and warrants that it has read and understood this announcement, including this Appendix, in its entirety and that its subscription of Ordinary Shares is subject to, and based upon, all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this announcement (including this Appendix);
2. acknowledges that no offering document or prospectus has been prepared in connection with the placing of the Ordinary Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;
3. acknowledges that the Ordinary Shares are listed on the premium segment of the Official List of the UK Listing Authority, and the

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