NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, OR 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.
THIS
ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF
SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMENDED ("FSMA") AND HAS BEEN APPROVED BY WINTERFLOOD SECURITIES
LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT
AUTHORITY (FRN 141455).
12 July 2024
Odyssean Investment Trust
plc
WRAP Retail Offer
Odyssean Investment Trust plc (the
"Company") is pleased to
announce a retail offer via the Winterflood Retail Access Platform
("WRAP") (the "WRAP Retail Offer").
The WRAP Retail Offer is being undertaken
alongside a placing (the "Placing") of new ordinary shares in the
Company ("Ordinary Shares")
as announced earlier today. The new Ordinary Shares to be
issued in connection with the WRAP Retail Offer and the Placing
will be issued pursuant to the Company's existing shareholder
authorities granted at the Company's AGM held on 21 September 2023.
Any Shares issued pursuant to the Placing and WRAP
Retail Offer will be issued at a price equal to a
1.0% premium to the last published cum-income NAV
per Share prior to the Fundraising close (the "Issue Price"). The Issue Price is
expected to be announced on 17 July 2024. For the avoidance
of doubt, the WRAP Retail Offer is not part of the Placing. The new
Ordinary Shares will not be subject to stamp duty.
The net proceeds of the WRAP Retail Offer will
be invested in accordance with the Company's investment
policy.
Applications will be made to the Financial
Conduct Authority for admission of the new Ordinary Shares to the
premium listing segment of the Official List and to the London
Stock Exchange for admission to trading of the new Ordinary Shares
on its main market for listed securities ("Admission"). It is expected that
Admission will become effective at 8.00 a.m. on 22 July 2024 and
that dealings in the new Ordinary Shares will commence at that
time.
Further information on the Company
can be found at the Company's website: www.oitplc.com.
WRAP Retail
Offer
Eligible retail investors (as defined herein)
can contact their broker or wealth manager or other intermediary to
participate in the WRAP Retail Offer.
The WRAP Retail Offer is expected
to close at 2:00pm on 17 July 2024. Eligible retail investors
should note that financial intermediaries may have earlier closing
times. The result of the WRAP Retail Offer is expected
to be announced by the Company alongside the result of the
Fundraising on or around 18 July
2024.
Intermediaries wishing to participate in the
WRAP Retail Offer on behalf of eligible retail investors, should
contact WRAP@winterflood.com.
To be eligible to participate in the WRAP
Retail Offer, applicants must be customers of a participating
intermediary (including individuals aged 18 years or over),
companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations ("Eligible Retail
Investors").
There is a minimum subscription of £100 per
investor under the WRAP Retail Offer. The terms and conditions on
which investors subscribe will be provided by the relevant
financial intermediaries including relevant commissions, fees, or
charges.
The Company reserves the right to scale back
any order under the WRAP Retail Offer at its discretion. The
Company reserves the right to reject any application for
subscription under the WRAP Retail Offer without giving any reason
for such rejection.
It is vital to note that once an application
for new Ordinary Shares has been made and accepted via an
intermediary, it cannot be withdrawn.
The new Ordinary Shares will, when issued, be
credited as fully paid, and have the right to receive all dividends
and other distributions declared, made or paid after their date of
issue.
It is a term of the WRAP Retail Offer that the
total value of the Ordinary Shares available for subscription
through the WRAP Retail Offer does not exceed EUR 8 million (or the
equivalent amount in GBP, calculated in accordance with
FSMA).
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.
It should be
noted that a subscription for new Ordinary Shares and investment in
the Company carries a number of risks, including the risk that
investors may lose their entire investment. Investors should take
independent advice from a person experienced in advising on
investment in securities such as the new Ordinary Shares if they
are in any doubt.
An investment
in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so
investors could get back less than the amount
invested.
Neither past
performance nor any forecasts should be considered a reliable
indicator of future results.
The WRAP Retail Offer is offered in the United
Kingdom under the exemption from the requirement to publish a
prospectus in sections 86(1)(e) and 86(4) of FSMA. As such, there
is no need for publication of a prospectus pursuant to the United
Kingdom version of Regulation (EU) 2017/1129 as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act
2018 (as amended), or for approval of the same by the Financial
Conduct Authority (the "FCA"). The WRAP Retail Offer is not
being made into any jurisdiction other than the United
Kingdom.
Frostrow
Capital LLP (Company Secretary)
Mark Pope
|
+44 (0)20 3008 4913
|
|
|
Odyssean
Capital LLP (Portfolio Manager)
Stuart Widdowson
|
+44 (0)7710 031 620
|
|
|
Winterflood
Securities Limited
|
+44 (0)20 3100 0257
|
Neil Langford
Joe Winkley
Darren Willis
Hugh Middleton
|
|
|
|
Winterflood
Retail Access Platform
Andrew Stancliffe
Sophia Bechev
|
WRAP@winterflood.com
+44(0) 20 3100 0286
|
The Company's LEI is:
213800RWVAQJKXYHSZ74
This announcement should be read in its
entirety. In particular, the information in the "Important Notices"
section of the announcement should be read and
understood.
Important
Notices
This announcement, which has been prepared by
and is the sole responsibility of the Company has been approved for
the purposes of Section 21 of the Financial Services and Markets
Act 2000, as amended ("FSMA") by Winterflood Securities
Limited ("Winterflood"),
which is authorised and regulated by the Financial Conduct
Authority.
The release, publication or distribution of
this announcement may be restricted by law in certain jurisdictions
and persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This announcement and the information contained
herein is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into or from the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand,
Japan, the Republic of South Africa, any member state of the EEA or
any other jurisdiction where to do so might constitute a violation
of the relevant laws or regulations of such
jurisdiction.
The Ordinary Shares have not been and will not
be registered under the US Securities Act of 1933, as amended (the
"US Securities Act") or
under the applicable state securities laws of the United States and
may not be offered or sold directly or indirectly in or into the
United States. No public offering of the Ordinary Shares is being
made in the United States. The Ordinary Shares are being offered and
sold outside the United States in "offshore transactions", as defined in,
and in compliance with, Regulation S under the US Securities Act
("Regulation S") to non-US
persons (within the meaning of Regulation S). In addition, the
Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended.
This announcement does not constitute an offer
to sell or issue or a solicitation of an offer to buy or subscribe
for Ordinary Shares in the United States, Australia, Canada, New
Zealand, Japan, the Republic of South Africa, any member state of
the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such
jurisdiction.
This announcement is not for publication or
distribution, directly or indirectly, in or into the United States
of America. This announcement is not an offer of securities
for sale into the United States. The securities referred to
herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United
States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made
in the United States.
WRAP is a proprietary technology platform owned
and operated by Winterflood (registered address at Riverbank House,
2 Swan Lane, London, EC4R 3GA; FRN 141455). Winterflood is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
WRAP Retail Offer and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients,
nor for providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this
announcement.
The value of
Ordinary Shares and the income from them is not guaranteed and can
fall as well as rise due to stock market movements. When you sell
your investment, you may get back less than you originally
invested. Figures refer to past performance and past performance is
not a reliable indicator of future results.
Returns may increase or decrease as a result of
currency fluctuations.
Certain statements in this announcement may be
forward-looking statements which are based on the Company's
expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking
statements.
These forward-looking statements speak only as
at the date of this announcement and cannot be relied upon as a
guide to future performance. The Company and Winterflood expressly
disclaim any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by the FCA, the London Stock Exchange or
applicable law.
The information in this announcement is for
background purposes only and does not purport to be full or
complete. Neither Winterflood nor any of its affiliates, accepts
any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all
and any liability whether arising in tort, contract or otherwise
which they might otherwise be found to have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
Any indication in this announcement of the
price at which the Ordinary Shares have been bought or sold in the
past cannot be relied upon as a guide to future performance.
Persons needing advice should consult an independent financial
adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be
interpreted to mean that earnings or target dividend per share of
the Company for the current or future financial years would
necessarily match or exceed the historical published earnings or
dividends per share of the Company.
Neither the content of the Company's website
(or any other website) nor the content of any website accessible
from hyperlinks on the Company's website (or any other website) is
incorporated into or forms part of this announcement. The Ordinary
Shares to be issued or sold pursuant to the WRAP Retail Offer will
not be admitted to trading on any stock exchange other than the
London Stock Exchange.