National Storage Mechanism | Additional information
RNS Number : 1971G
Schroder BSC Social Impact Trust
23 November 2020
 

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 OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.

 

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus published by Schroder BSC Social Impact Trust plc (the "Prospectus") and not in reliance on this announcement. A copy of the Prospectus will, subject to certain access restrictions, shortly be available for inspection on the Company's website: http://www.schroders.com/sbsi and at the registered office of the Company. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.

 

23 November 2020

 

LEI: 549300PG5MF2NY4ZRM86

 

Schroder BSC Social Impact Trust plc

 

Publication of a Prospectus

 

 

Further to the announcement earlier today, the board of Schroder BSC Social Impact Trust plc (the "Company") is pleased to announce the publication of the prospectus (the "Prospectus") in connection with the initial public offering of ordinary shares in the capital of the Company (the "Ordinary Shares").

 

The Company is targeting an initial issue of £100 million by means of a placing, offer for subscription, intermediaries offer and issue of consideration shares of up to 100 million Ordinary Shares at an issue price of 100 pence per Ordinary Share (the "Initial Issue"). In addition, a placing programme will allow the Company to issue further 100 million shares, being Ordinary Shares and/or C shares, in the 12 months from the date of publication of the Prospectus and following initial admission.

 

Applications will be made to the Financial Conduct Authority and to the London Stock Exchange for the Ordinary Shares issued pursuant to the Initial Issue to be admitted to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market ("Admission"). It is expected that Admission will become effective, and that dealings in the Ordinary Shares issued pursuant to the Initial Issue will commence, at 8.00 a.m. on 22 December 2020.

 

Further details of the Initial Issue are set out in the Prospectus which, subject to certain access restrictions, will shortly be available on the Company's website (www.schroders.com/sbsi).

 

A copy of the Prospectus will also be submitted to the National Storage Mechanism and will shortly be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Winterflood Securities Limited is acting as sponsor, financial adviser and placing agent to the Company.

 

Terms not otherwise defined in this announcement have the meanings that will be given to them in the Prospectus.

 

Expected Timetable

 


2020

Initial Issue


Publication of this Prospectus and commencement of the Initial Placing, Offer for Subscription and the Intermediaries Offer

23 November

Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer

11.00 a.m. on 15 December

Latest time and date for applications under the Offer for Subscription

1.00 p.m. on 15 December

Latest time and dates for commitments under the Initial Placing

2.00 p.m. on 16 December

Publication of results of the Initial Issue (through a Regulatory Information Service)

17 December

Completion of the Acquisition, Admission and dealings in Ordinary Shares commence

8.00 a.m. on 22 December

CREST accounts credited with uncertificated Ordinary Shares

22 December

Where applicable, definitive share certificates despatched by post in the week commencing*

28 December (or as soon as possible thereafter)

* Underlying applicants who apply to Intermediaries for Ordinary Shares under the Intermediaries Offer will not receive share certificates.

Subsequent Placings under the Placing Programme


Subsequent Placings under the Placing Programme

between 22 December 2020 and 22 November 2021

Announcement of the results of each Subsequent Placing

as soon as practicable following the closing of a Subsequent Placing

Admission and crediting of CREST accounts in respect of each Subsequent Placing

as soon as practicable following the allotment of Shares pursuant to a Subsequent Placing

Definitive share certificates in respect of the Shares issued pursuant to each Subsequent Placing despatched by post

approximately one week following the Admission of any Shares pursuant to a Subsequent Placing

Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service.

 

 

 

Dealing Codes

 

The dealing codes for the Ordinary Shares will be as follows:      

 

ISIN: GB00BF781319

SEDOL: BF78131

TIDM: SBSI

 

For further information please contact:

 

Schroders

 

John Spedding

Estelle Bibby (Press)

 

0207 658 3206

0207 658 3431

Big Society Capital

 

Georgette Harrison, Senior Communications Director

James Westhead, Head of Engagement

 

gharrison@bigsocietycapital.com

jwesthead@bigsocietycapital.com

Winterflood Securities Limited

020 3100 0000

Darren Willis

Neil Langford

Chris Mills

 

Buchanan (Financial PR)

020 7466 5000

Charles Ryland

Henry Wilson

George Beale

 

 

 

Disclaimer

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the Prospectus published by the Company (and in any supplementary prospectus) and not in reliance on this announcement. Copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and will shortly be made available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.

 

Winterflood, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else in connection with the matters described in this announcement and will not regard any other person (whether or not a recipient of the Prospectus) as its client and will not be responsible to anyone for providing the protections afforded to its clients or providing any advice in relation to the matters contained herein.

 

The shares of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933 (as amended) (the "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 in the United States or to, or for the account or benefit of, U.S. Persons absent registration or an exemption from registration under the Securities Act. Moreover, the shares of the Company have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than any member state of the EEA, including the United Kingdom, where the Ordinary Shares and/or C Shares are lawfully marketed). Further, the Company is not, and will not be, registered under the US Investment Company Act of 1940, as amended. The shares of the Company will be offered and sold outside of the United States to non-U.S. Persons in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S thereunder. Subject to certain exceptions, the shares of the Company may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than any member state of the EEA, including the United Kingdom, where the Ordinary Shares and/or the C Shares are lawfully marketed) or to, or for the account or benefit of, any national, resident or citizen of, the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom or to professional investors in certain EEA member states for which marketing approval has been obtained). The Initial Issue and any subsequent placing under the Placing Programme, and the distribution of this announcement, in certain jurisdictions may be restricted by law and accordingly persons into whose possession this announcement is received are required to inform themselves about and to observe such restrictions.

 

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 U.S. Securities Act of 1933, as amended, 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.

 

 

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