NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement and not a prospectus for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") or otherwise and is not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa.
Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of the information contained in the prospectus (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, published by Amicorp FS (UK) Plc (the "Company", and together with its subsidiaries and subsidiary undertakings the "Group" or "AMIF") today in connection with the offer of existing and new ordinary shares in the capital of the Company (the "Ordinary Shares") and the admission of such Ordinary Shares to the standard listing segment of the Official List of the FCA and to trading on the main market of London Stock Exchange plc ("Admission"). A copy of the Prospectus will shortly be available for inspection at the Company's registered office and on the Company's website at www.amicorp-funds.com, subject to certain access restrictions.
5 June 2023
LEI: 21380028AUYWGMYXQA57
Amicorp FS (UK) Plc
('AMIF', the 'Group' or the 'Company')
Publication of Prospectus
Allotment of Shares
Further to the Company's Intention to Float announcement issued earlier today, it is pleased to announce the publication of its prospectus today (the 'Prospectus') in connection with the Company's admission for its ordinary shares of US$0.001 each ('Ordinary Shares') to be admitted to the standard listing segment of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities ('Admission'), a proposed placing of new Ordinary Shares to raise up to US$6.47 million ('New Ordinary Shares') and a placing of existing Ordinary Shares to raise up to US$9.70 million.
Further details regarding the Company and its Admission are set out in the Prospectus, which will be available online shortly at the Company's website www.amicorp-funds.com/investors. An electronic copy of the Prospectus will be submitted to the National Storage Mechanism and should be available shortly for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Allotment of New Ordinary Shares
The Company also confirms that it has today allotted 6,468,000 New Ordinary Shares, conditionally on Admission at the placing price of US$1.00 per New Ordinary Share.
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company and will on issue be free of all claims, liens, charges, encumbrances and equities.
Applications are being made to the FCA for admission of the Ordinary Shares of the Company to the standard listing segment of the Official List of the FCA and to the London Stock Exchange for admission to trading of the Ordinary Shares on its main market for listed securities.
It is expected that Admission will become effective and that unconditional dealings will commence at 8.00 am (UK time) on 8 June 2023.
Bowsprit Partners Limited ('Bowsprit Partners') is acting as Financial Adviser and Lead Bookrunner.
For further information please contact:
| Amicorp FS (UK) Plc |
Via Buchanan Communications |
| Toine Knipping, Non-Executive Chairman Kin Lai, Chief Executive Officer Stephen Wong, Chief Financial Officer |
|
| Bowsprit Partners Limited |
Tel: +44 (0) 20 3883 4430 |
| John Treacy Luis Brime |
Media Enquiries:
| Buchanan Communications |
Tel: +44 (0) 20 7466 5000 |
| Simon Compton Hannah Ratcliff |
Notes to Editors
AMIF is an international specialist fund services group that works with a broad mix of clients including institutional investors, fund managers (private equity, venture capital and real estate) as well as family offices to provide a suite of specialist services across global markets. AMIF operates at significant scale, providing local and global expertise to over 440 active funds.
AMIF provides a comprehensive and tailored range of services which are all underpinned by market-leading technology solutions that support clients across the value chain, from a single point of contact.
These include:
• Fund administration & Investor Services: Fund accounting, fund administration, in-house NAV calculation, investor services including Register & Transfer Agency services, booking of subscriptions & redemptions, audit liaison/support, real time oversight over investment performance.
• Regulatory & Compliance Services: FATCA and CRS reporting services, Fiduciary, Anti-Money Laundering (AML) officer services in compliance with international rules and regulations including administrative support to the Board and Committees of the Board.
• BPO Services: Simplifying accounting and administration services through automated accounting processes and providing management insight into business operations through regular and consistent management reporting.
For further information please visit https://www.amicorp-funds.com/investors/.
Important Legal Information
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The Group may decide not to proceed with the possible IPO and there is, therefore, no guarantee that Admission will occur.
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 ("United States")), Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 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 does not constitute a prospectus, and shall not form the basis of or constitute any offer or invitation to sell or issue, or any invitation or solicitation of any offer to purchase or subscribe for any Shares or any other securities to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful, including the United States, Australia, Canada, the Republic of South Africa or Japan, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment therefore.
The Shares 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. The Shares may not be offered or sold in the United States, except pursuant to an applicable 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 of the United States. There will be no public offering of the securities in the United States.
This announcement is only addressed to and directed at: (A) if in member states of the European Economic Area (the "EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, persons who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates will be available in the United Kingdom only to relevant persons and to Qualified Investors in any member state of the EEA and will be engaged in only with such persons.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. These statements reflect beliefs of the Directors (including based on their expectations arising from pursuit of the Group's strategy) as well as assumptions made by the Directors and information currently available to the Group. Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual financial condition, results of operations, cash flows, liquidity, production, reserves or prospects to be materially different from any future such metric expressed or implied by such statements. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements speak only as at the date they are made. No representation is made or will be made that any forward-looking statements will come to pass or prove to be correct.
In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur or the Company's actual results, performance or achievements might be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Each of the Company and Bowsprit Partners and their respective directors, officers, employees, advisers and agents, expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement or any other information contained in this announcement whether as a result of new information, future developments or otherwise.
Any subscription or purchase of Shares in the possible IPO should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the IPO. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.
The Group may decide not to go ahead with the possible IPO and there is therefore no guarantee that Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.
You should not base any financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing a portion or all of the amount invested. The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of an investment in Shares for the person concerned. Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice; or (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.
Bowsprit Partners is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the possible IPO and will not regard any other person as a client in relation to the possible IPO and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for the giving of advice in relation to the possible IPO or any transaction, matter, or arrangement referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Bowsprit Partners by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Bowsprit Partners, nor any of its affiliates or any of their or their respective affiliates' directors, personally liable partners, officers, employees, advisers or agents accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to 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 Group or its 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. Bowsprit Partners and its affiliates, directors, personally liable partners, officers, employees, advisers or agents each accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement. No representation or warranty express or implied, is made by Bowsprit Partners or any of its affiliates, directors, personally liable partners, officers, employees, advisers or agents accepts as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement.
Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Group ascertained the underlying economic assumptions relied upon therein. Certain data in this announcement, including financial, statistical and operating information has been rounded. As a result, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data.
For the avoidance of doubt, the contents of the Group's websites are not incorporated by reference into, and do not form part of, this announcement.
Information for Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process which has determined that the Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.
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