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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority ("FCA") and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares in the Company in any jurisdiction, including in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by Aberdeen Standard European Logistics Income PLC (the "Company") in connection with the proposed admission of its ordinary shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"). A copy of the Prospectus will shortly be available for inspection from the Company's registered office and on its website (www.eurologisticsincome.co.uk).
20 November 2017
Aberdeen Standard European Logistics Income PLC
Publication of Prospectus
Initial Public Offering to raise a target amount of £250 million via a Placing and Offer for Subscription
The Board of Directors of Aberdeen Standard European Logistics Income PLC, a newly established closed-ended investment company incorporated in England and Wales ("the Company"), is pleased to announce the publication of its prospectus in connection with an initial public offering of its ordinary shares ("Ordinary Shares") and a subsequent placing programme. The Company is seeking to raise an initial target amount of £250 million (before expenses) via a placing and offer for subscription (including an intermediaries offer), with the ability to issue up to 500 million Ordinary Shares and/or C Shares in aggregate over the 12 months following launch pursuant to the placing programme (including shares issued pursuant to the Initial Issue).
Aberdeen Fund Managers Limited will act as the Company's alternative investment fund manager (the "AIFM"). The AIFM will delegate portfolio management to Aberdeen Asset Managers Limited (the "Investment Manager").
The prospectus is available for viewing on the Company's website (www.eurologisticsincome.co.uk).
- The Company will aim to provide a regular and attractive level of income return, together with the potential for long term income and capital growth, from investing in a high quality portfolio of European logistics assets. In particular, the Investment Manager will seek to identify assets benefitting from long-term, index-linked, leases as well as those which may benefit from structural change
- Target returns* for an investor at launch are
· an annual dividend yield of 5.5 per cent. (in Euro terms)
· total shareholder return of 7.5 per cent. per annum (in Euro terms)
- A cogent investment thesis:
· The European logistics market is large and growing, with tenant demand being driven by rapid growth of e-commerce across Europe, supply chain reconfiguration amongst existing operators and increased globalisation of traded goods
· As a consequence of strong occupier demand, tenants are prepared to secure favoured assets by signing long, index-linked and fixed uplift, lease contracts. Such indexed leases typically offer annual CPI uplifts, often with an upward only review mechanism
· The logistics sector typically offers high yields which provide a significant premium over current financing costs, and tenants include financially robust major retailers, e-commerce businesses, distribution specialists and manufacturers
· In an increasingly uncertain world, the incontrovertible shift in the way consumers shop and the infrastructure required to service that demand is a source of greater certainty. The Investment Manager believes that logistics assets are primed for growth, as well as being relatively defensive against any cyclical downturn in economic activity.
- The Investment Manager is Europe's second largest real estate investor, managing £44.8 billion of assets in direct real estate, listed real estate, multi-manager and commercial real estate debt. Aberdeen Standard Investments has a dedicated team of over 280 real estate investment professionals, based in 14 global locations (London, Edinburgh, Frankfurt, Madrid, Paris, Stockholm, Oslo, Copenhagen, Helsinki, Amsterdam, Brussels, Hong Kong, Singapore and Boston) and manages over 1,400 direct real estate assets worldwide
- The Investment Manager has a broad and consistent pipeline of potential investment transactions and a strong track record of deploying capital in the target markets. The Investment Manager has reviewed over 2,100 property introductions over the period from 1 January 2016 to 9 November 2017 across the UK and Continental European markets. Over the same period, the team has carried out a total transaction volume of approximately EUR840 million (approximately £737 million)
- The Company may forward fund the development of, or commit to the forward purchase of, new assets (subject to an overall investment restriction of 20 per cent. of Gross Assets). The Company intends that forward funded or forward purchased assets will be wholly or predominantly pre-let at the time the investments are committed to
- The Company intends to use gearing with the objective of improving Shareholder returns. Debt will typically be secured at the asset level. Under guidelines established by the Board, aggregate borrowings are not expected to exceed 35 per cent. of Gross Assets within the first year from Initial Admission, and thereafter are not expected to exceed 30 per cent of Gross Assets
- The Investment Manager has entered into heads of terms granting exclusivity on behalf of the Company over the acquisition of a EUR20m multi-let modern logistics facility in Germany. With an extensive pipeline under review, the Investment Manager feels confident that further such exclusive arrangements will follow ahead of Initial Admission
- Standard Life Aberdeen intends to subscribe for 15,000,000 Ordinary Shares pursuant to the Initial Issue, subject to the requirement for Standard Life Aberdeen to hold, in aggregate, no more than 14.99 per cent. of the Initial Issue (either directly or via funds managed by Standard Life Aberdeen). The Directors believe that this proposed investment strongly aligns the interests of the Investment Manager with those of Shareholders
- Dividends will be paid in Sterling on a quarterly basis. The Company is targeting a first dividend of no less than 0.7p per Ordinary Share in respect of the period from Initial Admission to 30 June 2018, and expects to pay, in aggregate, dividends totalling no less than 3.0p per Ordinary Share in respect of the period from Initial Admission to 31 December 2018
- The costs and expenses of the Initial Issue are capped at 1.5 per cent. of Initial Gross Proceeds
Expected Initial Issue Timetable
Initial Placing and Offer for Subscription opens
17 November 2017
Latest time and date for receipt of applications under the Offer for
5.00 p.m. on 11 December 2017
Latest time and date for receipt of commitments under the Initial
5.00 p.m. on 12 December 2017
Announcement of the results of the Initial Issue
8.00 a.m. on 13 December 2017
Initial Admission and dealings in the Ordinary Shares issued in
uncertificated form commence
8.00 a.m. on 15 December 2017
Crediting of CREST stock accounts in respect of the Ordinary
15 December 2017
Share certificates despatched in respect of the Ordinary Shares
week commencing 18 December
2017 (or as soon as possible
Aberdeen Standard Investments
020 7463 6000
Canaccord Genuity Limited
(Sponsor, Sole Global Coordinator and Sole Bookrunner)
020 7523 8000
* The dividend and total return targets are targets only and not a profit forecast. There can be no assurance that these targets will be met and they should not be taken as an indication of the Company's expected or actual future results. Accordingly, potential investors should not place any reliance on the targets in deciding whether or not to invest in the Company and should not assume that the Company will make any distributions at all and should decide for themselves whether or not these targets are reasonable or achievable.
Notes to Editors
The Company is issuing the Prospectus in respect of an Initial Placing and Offer for Subscription and a Placing Programme for Ordinary Shares and/or C Shares.
The Initial Issue
The Company is targeting an issue of £250 million pursuant to the Initial Issue, comprising the Initial Placing and the Offer for Subscription, with the potential for the Directors to increase the size of the Initial Issue to a maximum of £350 million, subject to investor demand.
The Placing Programme
The Company has authority to issue up to 500 million Ordinary Shares and/or C Shares in aggregate pursuant to the Placing Programme (including the Initial Issue).
INVESTMENT RATIONALE AND STRATEGY
The Investment Manager believes there is an attractive opportunity to invest in income producing, European logistics assets that will include both large format 'big box' facilities and also smaller format, 'last mile', facilities.
The European logistics market is large and growing with tenant demand being driven by rapid growth of e-commerce across Europe, supply chain reconfiguration amongst existing operators and
increased globalisation of traded goods. This trend is creating demand for high quality modern 'big
box' logistics facilities from emerging e-commerce businesses, traditional retailers and manufacturers upgrading their distribution capabilities and the third party logistics operators servicing the sector. Additionally, a rapid acceleration of e-commerce and consumer demand for rapid fulfilment is creating demand for new 'last mile' facilities that often need to be located in, or
with close proximity to, densely populated urban areas where land is often in scarce supply. With strong occupier take-up of facilities exceeding the completion of additional supply, vacancy rates
have fallen to the lowest level for at least a decade.
As a consequence of strong occupier demand, tenants are prepared to secure favoured assets by signing long, index-linked and fixed uplift, lease contracts. Such indexed leases typically offer annual CPI uplifts, often with an upward only review mechanism.
Urban, 'last mile' logistics demand has produced high rental growth in the UK and is expected to grow rapidly in Europe as e-commerce participation rates rise. The logistics sector typically offers high yields which provide a significant premium over current financing costs and tenants include financially robust major retailers, e-commerce businesses, distribution specialists and manufacturers.
The Investment Manager believes that pricing is currently attractive, based on long-run trading levels with low historical correlation between the UK and Continental European property markets
resulting in diversification benefits and facilitates exposure to markets at different points in their cycle.
Due to the significant disparity across Continental Europe, the Investment Manager believes this necessitates a targeted investment strategy using detailed knowledge of local markets provided through the local offices of the Investment Manager.
Consequently, the strategy will focus initially on major logistics hubs and 'last mile' facilities in Continental Europe and the Nordic region.
The investment philosophy of the Investment Manager is founded on a belief that property markets are inherently cyclical and imperfect, which creates opportunities for long term investors like the Company who are focussed on property fundamentals and who operate a disciplined business plan approach to active asset management.
E-commerce is having a transformational effect on supply chain networks. In the Investment Manager's opinion, significant structural changes to the way that consumers are behaving and retailers are operating are benefiting industrial property. Whilst the UK market has seen a sizeable shift in investors' attitudes towards logistics assets, the market in Continental Europe and the Nordics has not yet seen such interest. The current logistics rental value growth story is one of the
least reliant on the UK's steady but faltering economic growth, particularly following the referendum
vote to leave the EU, where a cyclical demand impact has been witnessed.
In the Investment Manger's opinion, logistics networks are now as important as store networks and we are, in fact, early in the process of this transition: the results of a survey published in 2015 found that less than 20 per cent. of retailers believed their logistics supply chain was fit for purpose for omni-channel retailing (Source: EY). Crucially, sales generated through e-commerce require more warehouse space than those generated through stores by a factor of three, with such warehouses stocking large quantities and more diverse ranges of goods for onward distribution. This reduced operational density is the first driver of strong net new demand for logistics. The second driver is the need for each product sold to pass through more facilities to meet consumer demands for faster delivery to a widening number of ultimate destinations. The disaggregation, sortation and re-aggregation of orders through third-party providers also results in net new floor space demand.
The bespoke, build-to-suit warehouse requirements resulting from the retail revolution are keeping speculative development at more subdued levels than in previous development cycles and, in combination with rising construction costs, pushing rental values on after years of stagnation. Core, nationally and regionally strategic locations are in strong demand for hub properties, as a steady flow of retailers formulate their omni-channel strategies and third-party logistics and parcel operators develop the capabilities to implement them. There is also growing demand for sites in urban areas, both large towns and cities and conurbations, which act as efficient spoke locations for ''last-mile'' delivery. In some cities, the competitive pressures are fierce and significant rental value growth may possibly result. As technology reduces the importance of labour supply for warehouse location decisions, proximity to the largest consumer markets, where labour may not be plentiful or cheap enough at present, may become the overriding factor. This presents some risk of locational obsolescence going forwards, or at least significantly reduced demand that may leave some locations overdeveloped and at risk of higher vacancy and lower rents.
In an increasingly uncertain world, the incontrovertible shift in the way consumers shop and the infrastructure required to service that demand is a source of greater certainty. The Investment Manager believes that logistics assets are primed for growth, as well as being relatively defensive
against any cyclical downturn in economic activity.
To aim to provide a regular and attractive level of income return together with the potential for long
term income and capital growth from investing in high quality European logistics real estate.
To deliver the investment objective through investment in, and management of, a diversified portfolio of ''big box'' logistics warehouses and ''last mile'' urban logistics assets in Europe.
The Company will invest in a portfolio of assets diversified by both geography and tenant throughout Europe, predominantly targeting well-located assets at established distribution hubs and within population centres. In particular, the Investment Manager will seek to identify assets benefitting from long-term, index-linked, leases as well as those which may benefit from structural change, and will take into account several factors, including but not limited to:
· the property characteristics (such as location, building quality, scale, transportation links, workforce availability and operational efficiencies);
· the terms of the lease (focusing on duration, inflation-linked terms, the basis for rent reviews and the potential for growth in rental income); and
· the strength of the tenant's financial covenant.
The Company will invest either directly or through holdings in special purpose vehicles, partnerships, trusts or other structures. The Company may forward fund the development of, or commit to the forward purchase of, new assets when the Investment Manager believes that to do so would enhance returns for Shareholders and/or secure an asset at an attractive yield. The Company intends that forward funded or forward purchased assets will be wholly or predominantly pre-let at the time the investments are committed to.
Diversification of risk
The Company will at all times invest and manage its assets in a manner which is consistent with the spreading of investment risk. The following investment limits and restrictions will apply to the Company and its business which, where appropriate, will be measured at the time of investment and once the Company is fully invested:
· the Company will only invest in assets located in Europe;
· no more than 50 per cent. of Gross Assets will be concentrated in a single country;
· no single asset may represent more than 20 per cent. of Gross Assets;
· forward funded commitments will be wholly or predominantly pre-let and the Company's overall exposure to forward funded commitments will be limited to 20 per cent. of Gross Assets;
· the Company's maximum exposure to any single developer will be limited to 20 per cent. of Gross Assets;
· the Company will not invest in other closed-ended investment companies;
· the Company may only invest in assets with tenants which have been classified by the Investment Manager's investment process as having strong financial covenants; and
· no single tenant will represent more than 20 per cent. of the Company's annual gross income measured annually.
The Company will not be required to dispose of any asset or to rebalance the Portfolio as a result
of a change in the respective valuations of its assets.
The Company intends to conduct its affairs so as to qualify as an investment trust for the purposes
of section 1158 of the CTA 2010.
Borrowing and gearing
The Company intends to use gearing with the objective of improving Shareholder returns. Debt will
typically be secured at the asset level and potentially at the Company level with or without a charge over some or all of the Company's assets, depending on the optimal structure for the Company and having consideration to key metrics including lender diversity, cost of debt, debt type and maturity profiles.
Borrowings will typically be non-recourse and secured against individual assets or groups of assets and the aggregate borrowings will always be subject to an absolute maximum, calculated at the time of drawdown for a property purchase, of 50 per cent. of Gross Assets. Where borrowings are secured against a group of assets, such group of assets shall not exceed 25 per cent. of Gross Assets in order to ensure that investment risk remains suitably spread.
The Board has established gearing guidelines for the AIFM in order to maintain an appropriate level and structure of gearing within the parameters set out above. Under these guidelines, aggregate borrowings are not expected to exceed 35 per cent. of Gross Assets within the first year from Initial Admission, and thereafter are not expected to exceed 30 per cent of Gross Assets. Such limits may be exceeded in the short term from time to time.
The Board will keep the level of borrowings under review. In the event of a breach of the investment guidelines and restrictions set out above, the AIFM will inform the Board upon becoming aware of the same, and if the Board considers the breach to be material, notification will be made to a Regulatory Information Service and the AIFM will look to resolve the breach with the agreement of the Board. The Directors may require that the Company's assets are managed with the objective of bringing borrowings within the appropriate limit while taking due account of the interests of Shareholders. Accordingly, corrective measures may not have to be taken immediately if this would be detrimental to Shareholder interests.
Any material change to the Company's investment policy set out above will require the approval of
Shareholders by way of an ordinary resolution at a general meeting and the approval of the UK Listing Authority. Non-material changes to the investment policy may be approved by the Board.
Functional and Presentation Currency
The currency of the primary economic environment in which the Company will operate will be Euros. However, the Company may from time to time, where opportunities arise, invest in European countries which do not use Euros, such as the UK, Denmark, Norway and Sweden.
The presentational currency of the Company's financial statements will be Euros. Distributions will
also be declared in Euros, but will be paid by the Company to Shareholders in Sterling.
The Ordinary Share price of the Company will be quoted in Sterling, but the majority of the assets
and liabilities of the Company will be denominated in non-Sterling currencies, predominantly in Euros. In addition, the income from assets will be generated predominantly in Euros but distributions, whilst declared in Euros, will be paid in Sterling. The Board intends to employ currency hedging (expected to be for periods of no more than twelve months at a time), when it deems it appropriate, in order to mitigate the potential volatility of income returns from the Portfolio in Sterling terms and to provide greater certainty as to the level of Sterling distributions expected to be paid in respect of the period covered by the relevant currency hedging instrument; but it will not seek to provide a long-term hedge for the Company's income returns, which will continue to be affected by movements in the Euro/Sterling exchange rate over the longer term, nor will it seek to
undertake currency hedging in respect of the capital value of the Portfolio.
The Company intends to hedge the majority of interest rate exposure associated with the gearing it
uses. This will either be done by borrowing on a fixed rate basis or through the use of interest rate
swaps or caps.
Any hedging will be used solely for efficient portfolio management and risk management rather than investment purposes.
Dividend Policy and Target Returns
Subject to compliance with the Companies Act, the Company intends to pay Sterling dividends on a quarterly basis. The Company will declare dividends in Euros, but Shareholders will receive dividend payments in Sterling. The date on which the Euro/Sterling exchange rate is set will be announced at the time the dividend is declared; and a further announcement will be made once such exchange rate has been set. Distributions made by the Company may either take the form of dividend income, or of ''qualifying interest income'' which may be designated as interest distributions for UK tax purposes. It is expected that the majority of the Company's distributions will take the form of dividend income, rather than qualifying interest income, in the period during which the proceeds of the Initial Issue are invested; with the proportion increasing to a significant majority once that investment process has been completed. Prospective investors should note that the UK tax treatment of the Company's distributions may vary for a Shareholder in the Company depending upon the classification of such distributions.
The Company is targeting, for an investor in the Company at launch:
· an annual dividend yield of 5.5 per cent. per Ordinary Share (in Euro terms); and
· a total shareholder return of 7.5 per cent. per annum (in Euro terms),
(the "Target Returns")
Timing of Ordinary Share distributions
The Company's financial year end is 31 December and the Company's first financial year will end
on 31 December 2018.
The Company intends to declare quarterly dividends to Shareholders, with dividends declared in respect of the quarters ending on the following dates: 31 March, 30 June, 30 September and 31 December in each year.
The Company is targeting a first dividend of no less than 0.7p per Ordinary Share in respect of the period from Initial Admission to 30 June 2018, and expects to pay, in aggregate, dividends totalling no less than 3.0p per Ordinary Share in respect of the period from Initial Admission to 31 December 2018.
Investors should note that the Target Returns, including their declaration and payment frequency, are a target only and not a profit forecast. There may be a number of factors that adversely affect the Company's ability to achieve the Target Returns and there can be no assurance that the target will be met or that any dividend will be achieved. The Target Returns should not be seen as an indication of the Company's expected or actual results or returns. Accordingly, investors should not place any reliance on these targets or assume that the Company will make any distributions at all in deciding whether to invest in the Shares.
References in this section to ''dividends'' are intended to cover both dividend income and income which is designated as an interest distribution for UK tax purposes and therefore subject to the interest streaming regime applicable to investment trusts.
The Management Agreement
Under the terms of the Management Agreement, the Company has appointed Aberdeen Fund Managers Limited as the Company's alternative investment fund manager. The AIFM has delegated portfolio management to Aberdeen Asset Managers Limited as Investment Manager.
Pursuant to the terms of the Management Agreement, the AIFM is entitled, with effect from Initial Admission, to receive a stepped annual management fee (the ''Annual Management Fee'') calculated by reference to the Net Asset Value (as calculated under IFRS) on the following basis:
Net Asset Value
fee (percentage of
Net Asset Value)
On such part of the Net Asset Value that is less than or equal to EUR500 million
0.95 per cent.
On such part of the Net Asset Value that is more than EUR500 million but less than
or equal to EUR1.25 billion
0.75 per cent.
On such part of the Net Asset Value that is more than EUR1.25 billion
0.60 per cent.
No Annual Management Fee shall be charged on uninvested funds until such time as 75 per cent.
of the Net Proceeds have been invested.
The Annual Management Fee is payable in Euros quarterly in arrears.
THE MANAGEMENT TEAM
The Investment Manager operates a fully integrated property investment management platform and
has an extensive regional presence with offices in 14 countries across the UK and Continental Europe. The pan-European real estate team is comprised of over 280 real estate professionals in 17 offices with expertise in fund management, research, transactions, asset management, financing and other specialist property activities.
The real estate teams are based in well-established offices in London, Frankfurt, Paris, Madrid, Amsterdam and Brussels, as well as the Nordics, and these teams are responsible for sourcing and managing all the assets acquired across the region. Having teams in the key target markets in which the Company proposes to invest provides, in the Investment Manager's view, a significant competitive advantage, with improved local market knowledge, better access to potential deals, closer implementation of asset business plans and improved ability to manage and mitigate risk.
The experienced team that will manage the Portfolio will include:
Evert Castelein - Fund Manager (Amsterdam)
Evert has worked as a Fund Manager for the Aberdeen European Balanced Property Fund. He joined Aberdeen in 2008 from Asset Appraisal Systems where he was a senior analyst within the property research and strategy team. Besides research and portfolio analysis, Evert has been responsible for the asset management of a small German fund. Previously, Evert worked for FGH Bank, a market leader in the financing of Dutch commercial real estate, as a research analyst.
Evert graduated with a Masters degree in Economic Geography from the University of Groningen and has a Masters of Science in Real Estate (MSRE). He speaks English, Dutch, German and French.
Ross Braithwaite - Assistant Fund Manager (Edinburgh)
Ross is a Fund Manager and is responsible for the Pan European Urban Retail Fund (PURetail Fund) and (former Scottish Widows Investment Partnership (SWIP)) European Balanced Property Fund. Ross joined Aberdeen in April 2014 through the acquisition of SWIP, where he had been the Fund Manager of PURetail since its launch in 2011, and prior to that investment manager on the SWIP European Balanced Property Fund, Airport Industrial Property Unit Trust and UK Balanced Property Trust, after joining SWIP in 2003. Prior to that, he worked for Standard Life Investments for five years.
Ross graduated with a BLE (Hons) in Land Economy from Aberdeen University and is a professional member of the Royal Institution of Chartered Surveyors. Ross speaks English and German.
Attila Molnar - Assistant Fund Manager (Frankfurt)
Attila is a Fund Manager at Aberdeen Immobilien KAG based in Frankfurt. Attila joined Dresdner Bank's property fund management business (DEGI) in 2006, shortly before the business was acquired by Aberdeen. Attila has been involved in the planning and establishment of new product lines for institutional clients and joined the fund management teams of those funds. At present he is responsible for two institutional funds. Prior to that Attila worked for PricewaterhouseCoopers where he was responsible for a diverse range of audit and due diligence projects in the property funds sector.
Attila graduated with a MSc in Accounting and Finance from Budapest University of Economics and speaks English, German and Hungarian.
Andrew Allen - Global Head of Real Estate Investment Research (UK)
Andrew is Global Head of Real Estate Investment Research and a member of Aberdeen Standard Investments' global property management committee. Andrew manages a team of analysts located
in the UK, Norway, Germany and Singapore. He is primarily responsible for the implementation of
property research and strategy. Andrew joined Aberdeen in 2011 from Oriel Securities (now Stifel
Nicolaus Europe) where he was a partner and analyst in the real estate securities team, having previously been a founding partner and head of research and strategy at Cordea Savills (now Savills Investment Management). He had additional responsibility as the fund director for the Charities Property Fund. Prior to that, Andrew held the role of senior manager within the property forecasting (Europe) team, at Henderson Global Investors from where he was seconded to Pradera Asset Management for a year. Andrew was a senior analyst at Property Market Analysis from 1991 to 1998.
Andrew graduated with an MSc in Property Investment at Cass Business School and a BSc in
Economics and Business Finance at Brunel University.
THE BOARD OF DIRECTORS
The Directors (including the Chairman) are all non-executive directors and independent of the AIFM and the Investment Manager.
The Directors are as follows:
Pascal Duval (aged 55) (Chairman)
Pascal started his career as a commodity and FX trader in Paris, and started his career in Investment and Management Consulting for corporate, institutional investors, asset managers, banks and insurance companies in 1990. Pascal worked for Russell Investments in EMEA for 22 years, during which time he opened the Paris office, developed its Continental European and Middle-East activities and held multiple senior executive responsibilities across EMEA in wholesale and distribution, as well as with asset owners. Mr Duval was appointed CEO of EMEA in 2011 and became a member of Russell Investment's Global Executive Committee. Mr Duval left Russell Investments in January 2017 and founded Duval Capital LLP, a research and advisory company in wealth and asset management.
Pascal holds a BA in Law from Paris X University and is also a graduate of the Institut d'Etudes Politiques de Paris (Sciences-Po, Paris) and INSEAD.
Caroline Gulliver (aged 52) (Non-executive Director)
Caroline is a chartered accountant with over 25 years' experience at Ernst & Young LLP, latterly as an executive director before leaving in 2012. During that time, she specialised in the asset management sector and developed an extensive experience of investment trusts. She was a member of The Association of Investment Companies' Technical Committee and also the AIC SORP working party for the revision to the 2009 investment trust SORP. Caroline is also a non-executive director and audit committee chair for JP Morgan Global Emerging Markets Income Trust plc, International Biotechnology Trust plc and Civitas Social Housing PLC.
John Heawood (aged 64) (Non-executive Director)
John has 40 years' experience as a Chartered Surveyor advising a broad range of investors, developers and occupiers. In 1987 he became a partner, and subsequently a director, of DTZ responsible for the London-based team dealing with industrial, logistics and business park projects across the UK.
He was appointed to the board of SEGRO plc in 1996 and was responsible for its UK business for the next 12 years. As a group director and member of the executive committee he was actively involved with SEGRO's refocusing on the UK and Europe with the sale of its Californian biotechnology assets and the development of its logistics business in Continental Europe.
From 2009-2013 he was managing director of the Ashtenne Industrial Fund, a £500 million multi-let
industrial and logistics portfolio managed by Aviva on behalf of 13 institutional investors.
John is currently a non-executive director of Place Partnership Limited, a member of the finance
and general purposes committee of the Royal Veterinary College and a trustee of Marshalls Charity, a Southwark-based charity established in 1631.
John holds a BSc in Estate Management and a MSc in Rural Planning Studies from the University
Tony Roper (aged 56) (Non-executive Director)
Tony started his career as a structural engineer with Ove Arup and Partners in 1983. Mr Roper then worked on developing holiday villages, first with Center Parcs and then with the Granada Group. In 1994 he joined John Laing plc to review and make equity investments in infrastructure projects both in the UK and abroad.
In 2006, Tony joined HSBC Specialist Investments (part of the HSBC Holdings group) to be the fund manager for HICL Infrastructure Company Limited, the first premium listed investment company making infrastructure investments offering investors access to this alternative asset class.
Tony continued in this role until May 2017, during which time HICL grew from £250 million to circa £2.8 billion. In 2011, Tony was part of the senior management team that bought HSBC Specialist Investments from HSBC, renaming it InfraRed Capital Partners. Tony is a Managing Partner and a senior member of the infrastructure management team at InfraRed Capital Partners.
Tony holds a MA in Engineering from Cambridge University and is an ACMA-CGMA.
Diane Wilde (aged 53) (Non-executive Director)
Diane has over 30 years' experience of managing equity, balanced and multi asset funds in both the asset management and wealth management sectors.
She was managing director at Gartmore Scotland Ltd, managing investment trust assets on behalf of the company from 1993 - 2000. Following a period of managing similar assets at Aberdeen Asset Managers between 2000 and 2003, she joined Barclays Wealth as Head of Endowment Funds in Scotland, and managing clients in the multi asset space until 2014.
A former member of the Pension Fund Advisory Committee to the Barclays Bank UK Retirement Fund, she is currently a senior adviser at Allenbridge, an investment consulting firm providing independent mandate, manager reviews and research to the pensions and professional funds sectors.
She is also a board member of the Social Growth Fund, managed by Social Investment Scotland (SIS), a leading social enterprise and impact investor in Scotland and the United Kingdom.
Diane holds a BA in Economics and Social Administration from the University of Strathclyde.
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is for information purposes only, is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.
The 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 is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa, or Japan or to US Persons (as defined below). The 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.
In member states of the European Economic Area other than the United Kingdom ("EEA"), this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including by Directive 2010/73/EU) and includes any relevant implementing measure in each Relevant Member State).
This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Ordinary Shares to any person in the United States, Australia, Canada, South Africa, or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The Shares will be offered and sold only outside the United States in offshore transactions as defined in and in reliance on Regulation S ("Regulation S") under the United States Securities Act of 1933 (as amended) (the "US Securities Act") to persons who are not, and are not acting for the account or benefit of, US persons as defined in Regulation S ("US Persons"). The Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offer of the Shares in the United States. The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "US Investment Company Act"), and investors will not be entitled to the benefits of the US Investment Company Act.
The offer and sale of Shares has not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa, or Japan. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada, South Africa, or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa, or Japan.
This announcement has not been approved or authorised by the Guernsey Financial Services Commission for circulation in Guernsey, and may not be distributed or circulated directly or indirectly to any persons in the Bailiwick of Guernsey other than (i) by a person licensed to do so under the terms of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended (the "POI Law"), or (ii) ) under an exemption from the requirement to be so in compliance with section 29(1)(c) of the POI Law. The Initial Placing and any Subsequent Placing referred to in this announcement is available, and may be made, in or from within the Bailiwick of Guernsey, and this announcement may only be distributed or circulated directly or indirectly in or from within the Bailiwick of Guernsey: by persons licensed to do so under the POI Law; or by persons permitted to do so under the laws of a country specified in Schedule 3 to the Investor Protection (Designated Countries and Territories) Regulations, 1989 (as amended) provided such person has its main place of business in that country and does not carry on any restricted activity from a permanent place of business in the Bailiwick of Guernsey. The Initial Placing and any Subsequent Placing is not available in or from within the Bailiwick of Guernsey other than in accordance with the requirements set out above and must not be relied upon by any person unless made or received in accordance with such paragraphs.
In Jersey, this announcement (and the financial services to which it relates) has not been approved by and will not be submitted for approval to the Jersey Financial Services Commission (JFSC) pursuant to the Control of Borrowing (Jersey) Order 1958, as amended for the purposes of public offering or sale in the Island of Jersey. Subject to certain exemptions (if applicable), offers for securities in the Company may only be distributed and promoted in or from within Jersey by persons with appropriate registration under the Financial Services (Jersey) Law 1998, as amended. It must be distinctly understood that the Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Company.
The Initial Placing and any Subsequent Placing is available, and may be made, in or from within the Isle of Man (i) by persons licensed to do so under the Isle of Man Financial Services Act 2008; or (ii) to persons: (a) licensed under Isle of Man Financial Services Act 2008; (b) falling within exclusion 2(r) of the Isle of Man Regulated Activities Order 2011 (as amended); or (c) whose ordinary business activities involve them in acquiring, holding, managing or disposing of shares or debentures (as principal or agent), for the purposes of their business. The Initial Placing and any Subsequent Placing referred to in this announcement is not available in or from within the Isle of Man other than in accordance with paragraphs (i) and (ii) above and must not be relied upon by any person unless made or received in accordance with such paragraphs.
Prospective investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or the AIFM or the Investment Manager which may be different in many respects from those that prevail at present or in the future, with the result that the performance of investment portfolios originated now may be significantly different from those originated in the past. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the initial public offering and prospective investors should note that the value of the Shares could decrease as well as increase.
Canaccord Genuity Limited ("Canaccord Genuity") is authorised and regulated by the Financial Conduct Authority. Canaccord Genuity is acting exclusively for the Company and no-one else in connection with the Initial Issue and the Placing Programme. Canaccord Genuity will not regard any other person as its client in relation to the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Canaccord Genuity, the Company, the AIFM or the Investment Manager, or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers or any other person ("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 any other information relating to the Company, 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 this announcement or its contents or otherwise arising in connection therewith.
This announcement does not constitute a recommendation concerning the proposed Initial Issue and/or the Placing Programme. The price and value of securities and any income from them can go down as well as up and investors may not get back the full amount invested on disposal of the securities. Past performance is not a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that are set out in the Prospectus. Information in this announcement or any of the documents relating to the Initial Issue cannot be relied upon as a guide to future performance. The Initial Issue timetable may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Initial Issue will occur and you should not base your financial decisions on the Company's intentions in relation to the Initial Issue or the information contained in this announcement. The contents of this announcement are not to be construed as legal, business or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.
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